Re Yeeda Pastoral Company Pty Ltd (Administrators Appointed) (ACN 094 819 717); [No 5]

[2025] WASC 420

JURISDICTION     :   SUPREME COURT OF WESTERN AUSTRALIA

IN CHAMBERS

CITATION:   RE YEEDA PASTORAL COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 094 819 717); EX PARTE RICHARD SCOTT TUCKER as joint and several administrator of YEEDA PASTORAL COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 094 819 717) [No 5] [2025] WASC 420

CORAM:   HILL J

HEARD:   15 SEPTEMBER 2025

DELIVERED          :   15 SEPTEMBER 2025

PUBLISHED           :   3 OCTOBER 2025

FILE NO/S:   COR 49 of 2024

MATTER:   IN THE MATTER OF YEEDA PASTORAL COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 094 819 717)

EX PARTE

RICHARD SCOTT TUCKER as joint and several administrator of YEEDA PASTORAL COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 094 819 717)

First named First Plaintiff

ANTHONY JAY EDWARD MISKIEWICZ as joint and several administrator of YEEDA PASTORAL COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 094 819 717)

Second named First Plaintiff

DAVID CHRISTOPHER OSBORNE as joint and several administrator of YEEDA PASTORAL COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 094 819 717)

Third named First Plaintiff

RICHARD SCOTT TUCKER as joint and several administrator of AUSTRALIAN RANGELAND MEAT PTY LTD (ADMINISTRATORS APPOINTED) (ACN 156 047 111)

First named Second Plaintiff

ANTHONY JAY EDWARD MISKIEWICZ as joint and several administrator of AUSTRALIAN RANGELAND MEAT PTY LTD (ADMINISTRATORS APPOINTED) (ACN 156 047 111)

Second named Second Plaintiff

DAVID CHRISTOPHER OSBORNE as joint and several administrator of AUSTRALIAN RANGELAND MEAT PTY LTD (ADMINISTRATORS APPOINTED) (ACN 156 047 111)

Third named Second Plaintiff

RICHARD SCOTT TUCKER as joint and several administrator of KIMBERLEY PROPERTIES PTY LTD (ADMINISTRATORS APPOINTED) (ACN 658 990 160)

First named Third Plaintiff

ANTHONY JAY EDWARD MISKIEWICZ as joint and several administrator of KIMBERLEY PROPERTIES PTY LTD (ADMINISTRATORS APPOINTED) (ACN 658 990 160)

Second named Third Plaintiff

DAVID CHRISTOPHER OSBORNE as joint and several administrator of KIMBERLEY PROPERTIES PTY LTD (ADMINISTRATORS APPOINTED) (ACN 658 990 160)

Third named Third Plaintiff

RICHARD SCOTT TUCKER as joint and several administrator of KIMBERLEY MEAT COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 159 933 392)

First named Fourth Plaintiff

ANTHONY JAY EDWARD MISKIEWICZ as joint and several administrator of KIMBERLEY MEAT COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 159 933 392)

Second named Fourth Plaintiff

DAVID CHRISTOPHER OSBORNE as joint and several administrator of KIMBERLEY MEAT COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 159 933 392)

Third named Fourth Plaintiff

RICHARD SCOTT TUCKER as joint and several administrator of YEEDA KIMBERLEY TOURS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 126 760 281)

First named Fifth Plaintiff

ANTHONY JAY EDWARD MISKIEWICZ as joint and several administrator of YEEDA KIMBERLEY TOURS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 126 760 281)

Second named Fifth Plaintiff

DAVID CHRISTOPHER OSBORNE as joint and several administrator of YEEDA KIMBERLEY TOURS PTY LTD (ADMINISTRATORS APPOINTED) (ACN 126 760 281)

Third named Fifth Plaintiff

RICHARD SCOTT TUCKER as joint and several administrator of YEEDA FODDER COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 660 216 777)

First named Sixth Plaintiff

ANTHONY JAY EDWARD MISKIEWICZ as joint and several administrator of YEEDA FODDER COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 660 216 777)

Second named Sixth Plaintiff

DAVID CHRISTOPHER OSBORNE as joint and several administrator of YEEDA FODDER COMPANY PTY LTD (ADMINISTRATORS APPOINTED) (ACN 660 216 777)

Third named Sixth Plaintiff

TLP4

Interested Party

Catchwords:

Corporations - External administration - Application to vary terms of deeds of company arrangements - Turns on own facts

Legislation:

Corporations Act 2001 (Cth) s 445A, s 447A

Result:

Application granted

Category:    B

Representation:

Counsel:

First named First Plaintiff	:	J G Abberton
Second named First Plaintiff	:	J G Abberton
Third named First Plaintiff	:	J G Abberton
First named Second Plaintiff	:	J G Abberton
Second named Second Plaintiff	:	J G Abberton
Third named Second Plaintiff	:	J G Abberton
First named Third Plaintiff	:	J G Abberton
Second named Third Plaintiff	:	J G Abberton
Third named Third Plaintiff	:	J G Abberton
First named Fourth Plaintiff	:	J G Abberton
Second named Fourth Plaintiff	:	J G Abberton
Third named Fourth Plaintiff	:	J G Abberton
First named Fifth Plaintiff	:	J G Abberton
Second named Fifth Plaintiff	:	J G Abberton
Third named Fifth Plaintiff	:	J G Abberton
First named Sixth Plaintiff	:	J G Abberton
Second named Sixth Plaintiff	:	J G Abberton
Third named Sixth Plaintiff	:	J G Abberton
Interested Party	:	G Pasas

Solicitors:

First named First Plaintiff	:	Lavan
Second named First Plaintiff	:	Lavan
Third named First Plaintiff	:	Lavan
First named Second Plaintiff	:	Lavan
Second named Second Plaintiff	:	Lavan
Third named Second Plaintiff	:	Lavan
First named Third Plaintiff	:	Lavan
Second named Third Plaintiff	:	Lavan
Third named Third Plaintiff	:	Lavan
First named Fourth Plaintiff	:	Lavan
Second named Fourth Plaintiff	:	Lavan
Third named Fourth Plaintiff	:	Lavan
First named Fifth Plaintiff	:	Lavan
Second named Fifth Plaintiff	:	Lavan
Third named Fifth Plaintiff	:	Lavan
First named Sixth Plaintiff	:	Lavan
Second named Sixth Plaintiff	:	Lavan
Third named Sixth Plaintiff	:	Lavan
Interested Party	:	Clayton Utz

Case(s) referred to in decision(s):

Re Yeeda Pastoral Company Pty Ltd [No 4] [2025] WASC 413

HILL J:

(This judgment was delivered extemporaneously and has been edited from the transcript to include references, headings and to correct matters of grammar and expression.)

1. By interlocutory process filed 11 September 2025, the plaintiffs seek orders, pursuant to s 447A of the Corporations Act 2001 (Cth) (Act), to modify the operation of s 445A of the Act to enable the court to make orders to vary each of the deed of company arrangements (DOCAs) for the companies in the Yeeda group (Companies). The proposed variation to each of these DOCAs is to extend the time for satisfaction or waiver of the conditions precedent until 14 November 2025.

2. In support of the application, the plaintiffs filed two additional affidavits:

   (a)an affidavit of the second-named plaintiff, one of the deed administrators of the Companies, filed 11 September 2025; and

   (b)an affidavit of Jackson Peter Flematti, a solicitor employed by the plaintiffs' solicitors, filed 15 September 2025.

3. In addition, the plaintiffs relied on two previous affidavits filed in the proceedings, being two affidavits of David Christopher Osborne, who is also one of the deed administrators, filed 28 March 2025 and 29 July 2025.

4. I have also had the benefit of a written outline of submissions filed by the plaintiffs, as well as previous outlines of submissions, filed 28 March 2025 and 29 July 2025.

Factual background

1. Much of the factual background to this matter has been set out in my previous reasons for decision that I have given in respect of this matter. I do not intend to repeat those summaries in these reasons.

2. Relevantly, on 30 July 2025, I made orders extending the time within which the conditions precedent of the Companies' DOCAs needed to be satisfied or waived until 15 September 2025. The basis for this extension was to address the possibility that an application for special leave to appeal would be filed by any party against the orders of the Court of Appeal, which dismissed the appeal from my decision in respect of the s 444GA application in COR 167 of 2024. At that stage, it was anticipated that any special leave application was required by the rules of the High Court to be filed by 25 August 2025 (or possibly 26 August 2025).[1] If an application for special leave was filed by that date, the plaintiffs at that stage anticipated that there would be sufficient time for the necessary consultations to occur and for a meeting of creditors to be convened (which requires 10 business days' notice) to consider any proposed variation to the DOCAs.

   [1] Rule 41.02 of the High Court Rules 2004 (Cth).

3. No application for special leave was filed by any party by 25 August 2025 or 26 August 2025. On 3 September 2025, Fitzroy River LLP (Fitzroy) filed an application for special leave, together with an application for an extension of time to file the application.[2] This application was served on the plaintiffs on 4 September 2025.[3]

   [2] Affidavit of Anthony Jay Edward Miskiewicz filed 11 September 2025, 'AJEM-11'.

   [3] Affidavit of Anthony Jay Edward Miskiewicz filed 11 September 2025, 'AJEM-12'.

4. Given the late filing of the special leave application, there is now insufficient time for the plaintiffs to convene a meeting of creditors to consider any variation to the DOCAs.

5. On this basis, the plaintiffs seek a further extension to the time to satisfy or waive conditions precedent of the Companies' DOCAs to 14 November 2025.

6. The basis for the extension until 14 November 2025 will enable:

   (a)the proponents of the DOCAs (TLP4) to decide whether it will complete the transaction contemplated by the DOCAs, which in turn requires consideration to be given to this special leave application and for them to take advice in relation to the prospects of special leave being granted; and

   (b)in the event that TLP4 decides not to complete the transaction in the terms that have been agreed, further time for the parties to agree on the form of any variation to the DOCAs and to provide creditors with notice of any relevant meeting.

Should the orders sought be made?

1. On the evidence before me, I am satisfied that notice of the application has been given to creditors of the Companies,[4] although I accept this was provided on Friday 12 September 2025, prior to the hearing today at midday.

   [4] Affidavit of Anthony Jay Edward Miskiewicz filed 11 September 2025, 'AJEM-15'; Affidavit of Jackson Peter Flematti filed 15 September 2025, 'JPF-2'.

2. As outlined in my previous reasons for decision,[5] I accept that the court has power to under s 447A of the Act to make the variation sought by the plaintiffs. The real question for determination on this application is whether the court should exercise its discretion to make the orders sought, particularly in respect of the time sought. Factors that the court will consider in exercising its discretion include whether it is feasible to convene a meeting of the creditors of the companies to consider the proposed variation, and whether there is any effect on the creditors from the proposed variation.

   [5] Re Yeeda Pastoral Company Pty Ltd [No 4] [2025] WASC 413.

3. In this case, for the following reasons, I am satisfied that it is appropriate to exercise my discretion to make the orders sought.

4. First, given the late filing of Fitzroy's application, there is now insufficient time for the plaintiffs to convene a meeting of creditors to consider any variation to the DOCAs to extend the time period.

5. Even if a shorter period of time was granted, I also accept that it is unlikely that there would be any substantive update being able to be provided to creditors. This is because, as set out in the letter from the solicitors for the deed proponent to the solicitors for the administrators, there are a number of aspects that need to be taken into account by TLP4. First, it needs to consider and prepare its response to the special leave application and await consideration of the reply to be filed by Fitzroy. This process may not be completed until early October 2025.

6. Once this process has occurred, it would then be necessary for TLP4 to seek and obtain advice from senior counsel in relation to the prospects of success and the possible outcomes that may arise. The evidence before me is that this process will not be completed until late October 2025.

7. In those circumstances, I accept that the extension sought until 14 November 2025 is the earliest realistic date that an update could be provided to creditors and to enable a meeting to be convened for the creditors to consider any proposed variation.

8. Second, apart from the effect of the continued delay in finalising the DOCAs, the proposed variation does not impact what amount the creditors will receive under the DOCAs. The proposed variations are limited to the time period in which completion should occur.

9. Third, given the filing of the application for special leave, I accept it is appropriate for both the deed administrators and TLP4 to have further time to consider their position in relation to completion of the DOCAs, at least until all papers in relation to the special leave application have been filed and can be considered.

10. Fourth, the deed proponent, TLP4, requests and supports the variation,[6] as does CBA (the largest secured creditor of the Companies), Westpac (the largest creditor of KPP), and ADM (the first-ranking secured creditor of KMC), who have all consented to the application.[7]  I am satisfied that all creditors of the companies have been given notice of the application, and no-one appeared at the hearing today to oppose the orders sought, nor has that been conveyed to the plaintiffs.

    [6] Affidavit of Anthony Jay Edward Miskiewicz filed 11 September 2025, 'AJEM-14'.

    [7] Affidavit of Anthony Jay Edward Miskiewicz filed 11 September 2025, 'AJEM-16' - 'AJEM-21'; Affidavit of Jackson Peter Flematti filed 15 September 2025, 'JPF-1'.

11. Finally, I accept that amendment of the DOCAs will avoid the possibility that the DOCAs terminate prior to completion and will preserve the position of creditors. That was envisaged by the DOCAs, which has previously been approved by creditors.

Conclusion

1. For these reasons, I consider it is appropriate to make orders in terms of the minute of proposed orders, filed 15 September 2025.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.

KC

Associate to the Honourable Justice Hill

3 OCTOBER 2025