New Zealand Case Law: Decisions & Judgments | LexChat

New Zealand Case Law

Deed of company arrangement

  • 20 Mar 2023

    RE BLACK DOG CONSULTING LIMITED [2023] NZHC 573

    Citation
    [2023] NZHC 573
    Court
    High Court

    The Court granted the 90‑day extension because the administrator demonstrated that recovering substantial receivables and conducting an orderly sale of surplus plant and equipment within that period was likely to improve creditor returns, allow preparation of a proper s 239AU report and recommendation, and was consistent with the purposes of administration while appropriately balancing expedition and maximising returns.

    • Voluntary administration
    • Extension of convening period
    • Administrator duties
    • Creditors' meetings
    • Deed of company arrangement

  • 21 Oct 2022

    RE RUAPEHU ALPINE LIFTS LTD [2022] NZHC 2738

    Citation
    [2022] NZHC 2738
    Court
    High Court

    Given the company's complexity, number of stakeholders and creditors, and the need to maximise the prospects of selling the business as a going concern while avoiding prejudice to employees and creditors, the Court exercised its s239AT(3) and s239Y(4) powers to grant a six-month extension to 9 May 2023, permitted electronic service (with retrospective effect for the first meeting), and ordered that accruing wages be administration expenses; the urgency justified proceeding without notice.

    • Voluntary administration
    • Watershed meeting
    • Extension of time
    • Service of notices
    • Termination of employment
    • Deed of company arrangement

  • 5 Jul 2019

    RE FIBER FRESH FEEDS LTD (IN RECEIVERSHIP AND ADMINISTRATORS APPOINTED) [2019] NZHC 1565

    Citation
    [2019] NZHC 1565
    Court
    High Court

    The convening period was extended for three months because the administrators demonstrated that the extension was necessary and reasonable to allow an orderly sale process that preserved critical leases and moratorium protections, thereby maximizing creditor returns and causing no demonstrated prejudice to creditors, consistent with the objectives of s239A and the discretionary factors in Re Pumpkin Patch Ltd.

    • Voluntary administration
    • Convening period extension
    • Moratorium on creditor actions
    • Sale as going concern
    • Deed of company arrangement

  • 19 Dec 2018

    RE LBC HOLDINGS NZ LTD & ORS (ADMINISTRATORS APPOINTED) [2018] NZHC 3413

    Citation
    [2018] NZHC 3413
    Court
    High Court

    Where creditors at the watershed meeting resolve that a company is to execute a DoCA, the administrators have the power to authorise or execute that DoCA on behalf of the company without requiring a board resolution: s 239ACO(4) preserves administrators' powers under s 239U and must be read to prevent directors from vetoing a creditors-approved DoCA, consistent with the purposes of Part 15A.

    • Deed of company arrangement
    • Voluntary administration
    • Administrator powers
    • Statutory interpretation
    • Board authority

  • 13 Jun 2018

    JACKSON & OR [2018] NZHC 1400

    Citation
    [2018] NZHC 1400
    Court
    High Court

    The court granted the adjournment because the administrators demonstrated a real prospect that the detailed restructuring proposal could materially benefit creditors and shareholders, that proper consideration required time for consultation and a supplementary administrators' report, and there was no apparent prejudice to interested parties such as to refuse the extension; leave was preserved for any interested person to seek variation or set aside.

    • Administration
    • Watershed meeting
    • Adjournment
    • Deed of company arrangement
    • Restructuring proposal

  • 6 Mar 2018

    WATTS v FEATHERSTON RESOURCES LIMITED [2018] NZHC 328

    Citation
    [2018] NZHC 328
    Court
    High Court

    Because section 239ACU of the Companies Act 1993 prohibits a person bound by a deed of company arrangement from applying to wind up the company while the deed remains extant, the plaintiff lacked standing; an adjournment to pursue separate proceedings to terminate the deed was inappropriate, so the winding up application was dismissed and costs awarded to the company and administrators on a 2B basis plus disbursements.

    • Winding up
    • Deed of company arrangement
    • Standing
    • Costs

  • 1 Feb 2018

    GIBSON AND Anor v MOBIL OIL NEW ZEALAND LIMITED & Ors [2018] NZHC 41

    Citation
    [2018] NZHC 41
    Court
    High Court

    The DOCA was to be interpreted so that a participant creditor whose contingent claim crystallises after the Restructuring Effective Date can, upon entry of its claim on the Participant Creditors Schedule, be entitled to catch-up payments under clause 11.11; clause 11.6 distinguishes contingent claims from late claims but does not categorically preclude the operation of clause 11.11 to provide retrospective adjustment upon amendment of the schedule, consistent with pari passu and commercial context.

    • Deed of company arrangement
    • Crystallisation of claims
    • Priority and pari passu distribution
    • Contract interpretation
    • Catch-up payments

  • 22 Feb 2017

    Re Pumpkin Patch Ltd [2017] NZHC 228

    Citation
    [2017] NZHC 228
    Court
    High Court

    The court exercised its discretion under the Companies Act to permit the existing administrators to be appointed as liquidators or deed administrators despite a continuing business relationship with a secured creditor because the relationship did not amount to a meaningful conflict disqualifying them under s280(1)(cb), any theoretical conflict from a minor receivership was immaterial, creditors' interests were protected by the ability to apply to discharge orders, and the court may vary statutory notice requirements to permit electronic publication and email/posting to ensure effective credit…

    • Administration
    • Appointment of liquidator
    • Deed of company arrangement
    • Service of notices
    • Conflict of interest

  • 5 Aug 2016

    CARGILL INTERNATIONAL S.A. v SOLID ENERGY NEW ZEALAND LIMITED & ANOR [2016] NZHC 1817

    Citation
    [2016] NZHC 1817
    Court
    High Court

    The DOCA did not contravene Part 15A and was not oppressive or unfairly prejudicial to Cargill. The Participants Committee and the allocation of decision-making were permissible under the flexibility of Part 15A because deed administrators retained non-delegable statutory duties and could refuse unlawful instructions; liability and release clauses were qualified 'to the maximum extent permitted by law' and therefore not per se invalid; no-challenge and no-set-off clauses did not oust court jurisdiction or breach statutory set-off rules; classification of creditors and conduct of deed administ…

    • Deed of company arrangement
    • Voluntary administration
    • Creditors' rights and ranking
    • Directors' duties
    • Limitation of liability clauses
    • Creditors' committees

  • 11 Mar 2015

    MALCOLM DAVID HADDON, ANNE MARGARET HADDON AND GERALD PETER HADDON v JACKEYTOWN PROPERTY 2012 LIMITED [2015] NZHC 431

    Citation
    [2015] NZHC 431
    Court
    High Court

    The court refused to appoint an administrator under s239L because the applicant failed to prove administration was likely to produce a better return for creditors than immediate liquidation: evidence of Blooms' trading prospects and financial position was inadequate, the company's only activity was passive rent receipt with little scope for restructuring, and major secured creditors could block any DOCA; accordingly appointment of an administrator was not justified and the liquidation application was adjourned to consider the appointment of liquidators.

    • Appointment of administrator under part 15a/section 239l
    • Liquidation under part xvi
    • Statutory demand
    • Mortgagee sale
    • Deed of company arrangement
    • Creditors' voting