Bank of New Zealand v Gollan
[2025] NZHC 3058
•15 October 2025
IN THE HIGH COURT OF NEW ZEALAND WELLINGTON REGISTRY
I TE KŌTI MATUA O AOTEAROA TE WHANGANUI-A-TARA ROHE
CIV-2025-485-179
[2025] NZHC 3058
UNDER the Insolvency Act 2006 IN THE MATTER
of the bankruptcy of Melissa Linda Gollan
BETWEEN
BANK OF NEW ZEALAND
Judgment Creditor
AND
MELISSA LINDA GOLLAN
Judgment Debtor
Hearing: 13 October 2025 Appearances:
L C Furley for Judgment Creditor Judgment Debtor In Person
Judgment:
15 October 2025
JUDGMENT OF ASSOCIATE JUDGE SKELTON
Introduction
[1] This is an application by the judgment creditor, Bank of New Zealand (BNZ), for an order adjudicating the judgment debtor, Mellissa Gollan, bankrupt under s 36 of the Insolvency Act 2006 (the Act). The application is opposed by Ms Gollan.
[2] The central issue is whether there are grounds to exercise the discretion under s 37 of the Act to refuse to adjudicate Ms Gollan bankrupt. Ms Gollan has not formally applied for the Court to halt the bankruptcy under s 38 of the Act. I nonetheless consider the potential application of s 38.
BANK OF NEW ZEALAND v GOLLAN [2025] NZHC 3058 [15 October 2025]
Background
[3] The debt owed by Ms Gollan to BNZ relates to amounts outstanding under an overdraft facility and credit card facility provided by BNZ to The Work Shop Ltd (The Work Shop). She is, and has been at all times, the sole director of The Work Shop, which traded as RIPA Global New Zealand. Ms Gollan is also the sole director and a majority shareholder in RIPA Global Holding Ltd (RIPA Global Holding), which owns 100 per cent of the shares in The Work Shop.
[4] On 17 January 2024, Ms Gollan signed an agreement with BNZ in the presence of multiple witnesses agreeing to provide a guarantee in relation to “all obligations (present and future) and indebtedness” of The Work Shop. The agreement expressly provided that “all obligations” included “amounts under any Lending Document to which [The Work Shop] [is], or may become, party”. The guarantee was unlimited. The solicitors acting for BNZ that executed the agreement certified that they had explained the nature and effect of the guarantee to Ms Gollan and had advised Ms Gollan that she was entitled to and should seek independent legal advice. By signing the guarantee document, Ms Gollan confirmed that she understood the “Master Terms” document applicable and agreed to be bound by it, and that she had either received independent legal advice or waived her right to receive independent legal advice.
[5] A few days later, on around 19 January 2024, BNZ provided The Work Shop with a temporary overdraft facility that was for a fixed term and matured on 29 March 2024 (the Overdraft Facility).
[6] The Work Shop went into liquidation on 4 February 2025. The Work Shop then defaulted on its obligations to pay the amounts outstanding under the Overdraft Facility when it expired on 29 March 2024. As a result of this default, BNZ cancelled an existing credit card facility provided by BNZ to The Work Shop, and the outstanding balance owed under that credit card facility was debited to the Overdraft Facility. Because Ms Gollan was a guarantor of all obligations owed by The Work Shop to BNZ, she is responsible for the total amount owing, including the credit facility obligations. Ms Gollan was advised of this at a meeting on 7 October 2024.
[7] Despite communications from BNZ, neither The Work Shop nor Ms Gollan took any significant steps to remedy the debt. The only payment made towards remedy was a one-off payment of $8,050 made by a third party, Mr Rikirangi Gage, in early December 2024. BNZ applied for summary judgment on 9 December 2024, after what had been a fairly significant forbearance period in which no arrangements between Ms Gollan and BNZ resulted in her repaying BNZ.
[8] On 25 February 2025, summary judgment was entered against Ms Gollan in favour of BNZ in the amount of $349,685.85, comprising $325,833.75 owing under the Overdraft Facility, $16,609.49 of interest calculated at the rate of 22.15 per cent per annum from 4 December 2024 until 25 February 2025, and $7,242.61 of costs and disbursements on the application for summary judgment.1 The $8,050 already paid towards the debt was deducted from its total before the application for summary judgment was made. In the same sealed order, a declaration was made that interest continues to accrue from 25 February 2025 at the rate of 22.15 per cent per annum. The judgment debt is accordingly $349,685.85 plus interest (Judgment Debt).
[9] Ms Gollan failed to pay the Judgment Debt and execution of the judgment has not been stayed.
[10] A bankruptcy notice for the Judgment Debt dated 26 March 2025 was served on Ms Gollan on 8 April 2025. Anthony Lowe, a process server, deposes that he served the notice on Ms Gollan on 8 April 2025 by handing it to her. He states he believed that the person he served was Ms Gollan because she freely acknowledged her identity and accepted the notice. The notice provided that Ms Gollan must within 10 working days from service pay the amount owing to BNZ, enter a new formal agreement with BNZ, obtain this Court’s approval of the terms of payment, or satisfy this Court that she has a valid counterclaim, set-off or cross-demand. Ms Gollan failed to comply with the notice within 10 working days and did not apply to set it aside.
[11] This application was filed on 5 May 2025. Mr Lowe deposes that he served Ms Gollan with the application on 23 May 2025 by dropping it at her feet when she
1 Bank of New Zealand v Gollan HC Wellington CIV-2024-485-835, 25 February 2025 (Minute of Associate Judge Skelton).
would not accept the documents. Mr Lowe believed the person he served was Ms Gollan because she acknowledged her identity verbally as Melissa Gollan.
[12] On 26 June 2025, Ms Gollan emailed BNZ proposing to make monthly payments of $10,000, with a possibility of a lump sum payment. Trevor Stratford, a Senior Manager and employee of BNZ, deposes that he elected that BNZ would continue with the proceedings rather than agree to the proposal because of the quantum of the Judgment Debt, Ms Gollan’s “repeated failure to honour repayment commitments during the course of the banking relationship, and the lack of evidence demonstrating an ability to pay”.
[13] On 28 July 2025, Ms Gollan filed a memorandum that I have treated as a formal notice of opposition under r 24.18 of the High Court Rules 2016 and the matter was adjourned for a defended hearing.
[14] Mr Stratford deposes that in the period between Ms Gollan’s proposal of 26 June 2025 and 11 August 2025 (the date of his reply affidavit), no payments were received on account of the Judgment Debt and Ms Gollan did not respond to BNZ’s correspondence.
[15] Counsel for BNZ, Ms Furley, filed a solicitor’s certificate dated 13 October 2025 recording that the Judgment Debt remains unpaid. I understand that, as at the date of the hearing, the full amount outstanding with accrued interest and the costs of the bankruptcy notice is $400,036.52.
Ms Gollan’s position
[16]Ms Gollan’s position appears to be:
(a)The claimed amounts owing are incorrect.
(b)BNZ has acted unfairly and unreasonably by pursuing bankruptcy proceedings against her personally. While she accepts that she signed the guarantee agreement on 17 January 2025, she appears to submit that the commercial context of the loan means BNZ should not be expecting
her to repay the loan because there was “shared liability” with another party proposing to invest in The Work Shop. In that context, it is not fair or just for her to be pursued for the amount owing exclusively.
(c)She has received insufficient communication from BNZ, who has “failed to explain or seek [her] agreement to the amount owing”, and has not been willing to meet with her or entertain her offer to make repayments. She claims she has not been notified of key procedural steps, such as the outcome of the matter’s first call.
(d)She will suffer significant reputational damage and financial harm if an order is made.
[17] Ms Gollan previously claimed that service was irregular because she was not present at the address. She denied any documents were given to her or dropped at her feet. She no longer appears to make that argument but I address it below for completeness.
[18] Ms Gollan previously advised the Court on 28 July 2025 that she was unrepresented and had not had time to apply for legal aid and secure representation. Ms Gollan has not subsequently been able to secure legal representation.
Legal principles
[19] Section 36 of the Insolvency Act provides that the Court may, at its discretion, adjudicate the debtor bankrupt if the creditor has established the requirements set out in s 13 of the Act.
[20]Section 13 provides:
13 When creditor may apply for debtor’s adjudication
A creditor may apply for a debtor to be adjudicated bankrupt if—
(a)the debtor owes the creditor $1,000 or more or, if 2 or more creditors join in the application, the debtor owes a total of
$1,000 or more to those creditors between them; and
(b)the debtor has committed an act of bankruptcy within the period of 3 months before the filing of the application; and
(c)the debt is a certain amount; and
(d)the debt is payable either immediately or at a date in the future that is certain.
[21]Section 37 of the Act provides:
37 Court may refuse adjudication
The court may, at its discretion, refuse to adjudicate the debtor bankrupt if—
(a)the applicant creditor has not established the requirements set out in section 13; or
(b)the debtor is able to pay his or her debts; or
(c)it is just and equitable that the court does not make an order of adjudication; or
(d)for any other reason an order of adjudication should not be made.
[22]In Baker v Westpac Banking Corp, the Court of Appeal held:2
It is proper for the court to consider not only the interests of those directly concerned — the petitioner, other creditors, the debtor — but also the wider public interest. A creditor who establishes the jurisdictional facts set out in s 23 is not automatically entitled to an order. On the other hand, it is for an opposing debtor to show why an order should not be made. The court will give proper weight to the commercial judgment of the petitioner but the oppressive use of the bankruptcy process may be a ground for refusing an order. Another ground may be the undoubted absence of assets but that will not necessarily preclude an order given the range of interests involved including the public interest in the continuing oversight of a bankrupt’s affairs and the disqualifications that go with bankruptcy. In the end the court must balance the various considerations relevant to the case and determine whether the debtor has succeeded in showing that an order ought not to be made.
[23] Recently, in New Zealand Bloodstock Finance & Leasing Limited v Jones, this Court set out the principles relevant to the Court’s discretion:3
2 Baker v Westpac Banking Corp CA212/92, 13 July 1993 at 4–5 as cited in Robyn Merrett and Stephen Revill (eds) Insolvency Law (online looseleaf ed, Thomson Reuters) [Insolvency Law] at [IN37.02].
3 New Zealand Bloodstock Finance & Leasing Ltd v Jones [2023] NZHC 3542 at [35] (footnotes omitted).
(a)The onus is on the debtor to show why an adjudication order should not be made.
(b)In exercising its discretion, the Court may consider, inter alia, the following factors:
(i)the views of all affected parties, including the petitioner, other creditors and the debtor;
(ii)the wider public interest, including whether adjudication is “conducive or detrimental to commercial morality and the interests of the general public”;
(iii)the circumstances in which the debt was incurred and whether those circumstances suggest that the creditor is acting unreasonably in pursuing adjudication;
(iv)whether adjudication would be pointless in the sense that the creditors are unlikely to receive payment; and
(v)whether adjudication would render the debtor unable to support themselves.
(c)In exercising its discretion, the Court should also remain cognisant of the broader purposes of bankruptcy which include:
(i)allowing for administration of the debtor’s estate in the interests of creditors;
(ii)holding the debtor accountable for their debts;
(iii)punishing or stigmatising the debtor for misconduct;
(iv)protecting the community from a debtor who runs up credit without being able to honour it; and
(v)allowing the debtor to eventually take up commercial activity once freed from their liabilities after the discharge of their bankruptcy.
(d)Ultimately, the Court must balance the various considerations relevant to an application when concluding whether the debtor has succeeded in showing that the order sought should not be made.
[24] The factors relevant to the Court’s exercise of its discretion under s 37 to refuse to order adjudication are similar to those relevant to the exercise of its discretion under s 38 to halt adjudication.4 If an application for a halt is dismissed, the consequence is often an order for adjudication.5
4 Insolvency Law, above n 2, at [IN37.02].
5 See, for example, Re Wang, ex parte Westpac New Zealand Ltd (1763882) (2011) 25 NZTC 20-015 (HC) at [39].
[25] Section 38 of the Insolvency Act provides that the court may at any time halt the creditor’s application for adjudication, on the terms and conditions (if any), and for the period, that the court thinks is appropriate. The discretion under s 38 is flexible and permits consideration of the varying circumstances of each case.6 Nonetheless, the following considerations are often relevant:7
(a)the history of the litigation and the conduct of the parties in the same;
(b)the impression that the court can gain of the merits of the appeal;
(c)the stage reached in the appeal and any information to hand as to when it may be disposed of;
(d)the relative consequences for both parties of making or refusing the order sought;
(e)any known consequences for third parties.
[26] The Court may attach conditions to the halt to the adjudication including, for example, requiring the debtor to provide security.8
Does the Court have jurisdiction to declare Ms Gollan bankrupt under s 36?
[27] The Court clearly has jurisdiction to adjudicate Ms Gollan bankrupt because the requirements in ss 36 and 13 of the Act are met:
(a)Ms Gollan owes BNZ over $1,000, as decided conclusively in a final judgment of this Court dated 25 January 2025;
(b)Ms Gollan has committed an act of bankruptcy within the period of 3 months before this application was filed on 5 May 2025 by failing to comply with the bankruptcy notice served on her on 8 April 2025;
6 Re Koroniadis, ex parte Bank of New Zealand [2013] NZHC 2865 at [11].
7 Re Sinclair, ex parte Michael Wilson & Partners Ltd [2020] NZHC 2546 at [9].
8 Insolvency Act 2006, s 38(2); and see Waimauri Ltd v Mahon [2022] NZHC 1622 at [41].
(c)the debt is a certain amount; and
(d)the debt is payable immediately.
[28] Ms Gollan submits the amount of the Judgment Debt is incorrect. She claims that:
(a)“It appears” BNZ may have continued to charge account fees to The Work Shop post liquidation on 4 February 2025;
(b)“BNZ appears” to have applied RIPA Global credit card balances of
$22,268.80 to The Work Shop incorrectly; and
(c)the interest rate of 22.14 per cent per annum is inconsistent with the “publicly posted overdraft rate for BNZ [of] 12%” and the “fixed business loan rate” or 4.69 per cent per annum.
[29] The first point to make is that, prior to the application for adjudication, Ms Gollan did not challenge the order for summary judgment made against her on 25 February 2025 in any way nor seek a stay of enforcement of the judgment. Nor has she produced any evidence in support of the arguments she now raises. I am not satisfied that there is any proper basis to look behind the order for summary judgment in this proceeding.9
[30] Regarding account fees, there is no evidence before me that BNZ has continued to charge account fees to The Work Shop post liquidation on 4 February 2025. In any event, there is no evidence that any account fees charged to the company after 4 February 2025 are part of the Judgment Debt. Ms Furley submits there are no account fees for the period after 4 February 2025 included in the Judgment Debt.
[31] As noted above, The Work Shop traded as RIPA Global New Zealand. Ms Furley referred me to a file note dated 7 October 2024 adduced by Mr Stratford which records a meeting about “The Work Shop Limited t/a RIPA Global”. Ms Gollan
9 Insolvency Law, above n 2, at [IN37.03]; Keung v Official Assignee [2020] NZHC 32 at [51].
is recorded as attending. The file note records that BNZ would be cancelling the Business Visa credit card facilities and adding the balance outstanding to the company’s Overdraft Facility “so that it is all one liability”. Ms Gollan is recorded as stating she “agreed it made sense”.
[32] The interest rate of 22.15 per cent per annum is recorded in the order for summary judgment as the interest rate for the Overdraft Facility. Ms Furley clarified that the usual rate is 12.15 per cent with an additional 10 per cent added when the company is in default.
[33] As noted above, Ms Gollan has previously claimed that she was not served with either the bankruptcy notice nor this application. On the basis of Mr Lowe’s evidence referred to above, I am satisfied that Ms Gollan was properly served with these documents.
Should the Court refuse to make the adjudication order?
[34] The essential question then is whether the Court should exercise the discretion in s 37 of the Act to refuse to adjudicate Ms Gollan bankrupt. The onus is on Ms Gollan to establish that it should do so.
The context in which BNZ approved the Overdraft Facility
[35] Ms Gollan says that BNZ approved the Overdraft Facility as a bridging loan after it was provided with a “signed post dated share transfer” agreement for $1m. It appears that what Ms Gollan is referring to is a subscription agreement dated 1 March 2024, under which Rikirangi Gage as Chief Executive of the Te Rūnanga o Te Whānau Charitable Trust — and seemingly acting through TWA Holding Company Ltd — agreed to purchase $1 million worth of new shares in RIPA Global Holding.
[36] Ms Gollan’s position is that “BNZ accepted this document guaranteeing the loan” and also refers to the subscription agreement as a “specific security provided by
… Mr Riki Gage of Apanui Holdings for $1m that led to the loan”. She appears to believe that Mr Gage’s proposed purchase of shares acted as a security because:
The bridging loan repayment timeframe was extended and approved by BNZ after Mr Gage provided a subsequent letter on 15th April 2024 confirming the payment would be made 25th of June 2024. These documents approved by BNZ formed the security for the loan. The repayment dates on these documents were referred to by Alyse Potter the business manager for The Work Shop Ltd in an email dated 27th June 2024.
[37] Ms Gollan submits that, as a result, “BNZ acknowledged shared liability for repayment of the loan” and “although the guarantee makes the debt [hers], the commercial context of the loan secured by Mr Gage’s promise makes the pursuit of [her] exclusively unfair and prejudiced enforcement”.
[38] I do not accept that the above context supports an argument that an order for adjudication would be unjust.
[39] It is unclear on what basis there could be any “shared liability” with Mr Gage or any entitles associated with him for the Overdraft Facility. There is no evidence of any arrangement between the BNZ and Mr Gage or related entities under which they agreed to provide security for the Overdraft Facility. Ms Gollan has not provided any evidence that BNZ relied on the proposed transaction as a form of security or “acknowledged shared liability for repayment of the loan”. The alleged email from Alyse Potter dated 27 June 2024 has not been adduced in evidence by Ms Gollan. Ms Furley submits that BNZ has been unable to find any record of any such email. Further, it is unclear how reference to repayment dates in an email could give rise to “shared liability”.
[40] Ms Gollan accepts that she signed a guarantee agreement on 17 January 2025 under which she provided a guarantee in respect of all amounts owed by The Work Shop to BNZ. BNZ is accordingly entitled to take action against her personally for recovery of the Judgment Debt.
Ability to pay
[41] Ms Gollan has indicated that she is able to pay the Judgment Debt either in instalments or otherwise. I am unable to agree. The evidence is that Ms Gollan has failed to make any payment in reduction of the company’s debt to BNZ since demand was first made on her under the personal guarantee in July 2024.
[42] In some communications with BNZ, Ms Gollan suggested that she expected to receive income starting from July 2025 that would enable her to pay $10,000 per month towards the Judgment Debt. In others, she indicated she may receive a lump sum payment following the settlement of her divorce. However, she has not provided the Court with any evidence of her income or what the timing and quantum of the potential divorce settlement may be. Ms Gollan has provided no other evidence that she has the assets — liquid or otherwise — that would enable her to satisfy the Judgment Debt.
[43] During the hearing, Ms Gollan referred to being from a family of means and that her family will support her if necessary, and that she may be able to raise funds by way of a mortgage. However, there is no evidence adduced by Ms Gollan to verify these claims.
[44] I am not satisfied that Ms Gollan is able to pay her debts as they are incurred, either immediately or within a reasonable time.
Other considerations
[45] I do not accept there are any other matters that would make it just and equitable for the Court to refuse to make the order for adjudication.
[46] In the first place, I accept that there is a public interest in ensuring that all persons who assume financial obligations do so in the knowledge that they may be declared bankrupt if they fail to honour them.10 There is also a public interest in protecting the commercial community from future commercial activity by a judgment debtor.
[47] Ms Gollan’s indebtedness is the result of her own conduct in guaranteeing the obligations of the company she controlled as sole director. Given Ms Gollan’s guarantee, there has been no requirement for BNZ to seek her agreement on the amount owing, as she suggests. In my view, the evidence establishes that BNZ has made reasonable efforts to engage with Ms Gollan and consider any feasible way she
10 Li v Wang HC Auckland CIV-2004-404-1030, 23 December 2004 at [18].
could pay the Judgment Debt. BNZ was justified in its decision to reject her proposal to pay the debt in $10,000 monthly instalments in the absence of any evidence she is able to do so and in light of her history of non-payment. Accordingly, I do not accept that BNZ is acting unreasonably in pursuing adjudication or that there has been procedural unfairness on its part towards Ms Gollan.
[48] Ms Gollan also contends that an adjudication order will cause loss of investment, significant reputational damage, and loss of income resulting in inability to pay her mortgage and provide for her children. Reputational damage is a usual consequence of bankruptcy, and there is no evidence to suggest that the reputational damage that Ms Gollan will suffer is so far greater than any other company director of a failed company that bankruptcy should be refused. Ms Gollan has not provided any evidence of her financial circumstances to support her claims regarding loss of investment and income and inability to pay her mortgage or support her children. It seems to me that any loss of investment and income are more likely to have been caused by the failure and liquidation of The Work Shop than by any adjudication order.
[49] Ms Gollan further contends that an adjudication order will result in a “loss of international commercial opportunities for a NZ tech company”. However, it is unclear how that could be the case when The Work Shop is already in liquidation. Again, Ms Gollan has not provided any evidence to support her contention.
Conclusion
[50] Ms Gollan has not been able to show why an adjudication order should not be made. She has not provided evidence that she has the ability to pay the amount owing immediately or within a reasonable time, and she has not established that it would be just and equitable for me to exercise my discretion to refuse to make the adjudication order.
Should the application be halted?
[51] For completeness, I record that the same factors discussed above in my view mean that there is no basis to halt the application for adjudication even if Ms Gollan had applied for a halt.
Result
[52] For the reasons set out above, I am not satisfied that I should exercise my discretion under s 37 of the Insolvency Act to refuse adjudication or under s 38 to halt the application for adjudication. However, I am prepared to make orders which give Ms Gollan a final opportunity to engage with Bank of New Zealand and to pay the outstanding debt.
[53]I make the following orders:
(a)An order pursuant to s 36 of the Insolvency Act 2006 adjudicating Melissa Linda Gollan bankrupt.
(b)The order in (a) above will come into effect at 4.00pm on Wednesday 30 October 2025 provided that Bank of New Zealand has earlier that day filed and served an updated solicitor’s certificate under r 24.20 of the High Court Rules 2016 as evidence that the debt remains unpaid.
(c)The order in (a) above will not come into effect if, prior to 4.00pm on Wednesday 30 October 2025, Ms Gollan pays to Bank of New Zealand the sum of $400,036.52 or such other sum as may be negotiated between the parties and the Court is advised this has occurred.
(d)If (b) above applies, then my preliminary view is that Bank of New Zealand is entitled to costs on a 2B basis and reasonable disbursements. If the parties are unable to agree costs, then memoranda may be filed (not exceeding three pages, excluding costs schedules) and costs will be determined on the papers.
(e)If (c) above applies, counsel for Bank of New Zealand should file and serve a memorandum advising how the bank wishes to proceed. For example, counsel should advise whether the bank seeks to withdraw the application for adjudication under s 15 of the Insolvency Act 2006, and whether costs are claimed in respect of the proceedings. Ms Gollan
will have five working days to file and serve a memorandum in response.
Associate Judge Skelton
Solicitors:
MinterEllisonRuddWatts, Wellington for Judgment Creditor
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