Pumpkin Patch Limited (in receivership and adminstrators appointed) - [2016] NZHC 2771

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

CIV 2016-404-2957 [2016] NZHC 2771

UNDER
Part 19 of the High Court Rules and Part

15A of the Companies Act 1993

IN THE MATTER OF

PUMPKIN PATCH LIMITED (In Receivership and Administrators Appointed)

PUMPKIN PATCH ORIGINALS LIMITED (In Receivership and Administrators Appointed)

TORQUAY ENTERPRISES LIMITED (In Receivership and Administrators Appointed)

PUMPKIN PATCH DIRECT LIMITED (In Receivership and Administrators Appointed)

PATCH KIDS LIMITED (In Receivership and Administrators Appointed)

AND

IN THE MATTER OF

A J GRENFELL, C J McELHINNEY and

J D HAYES Applicants

Hearing: (on the papers)

Counsel:

J C Caird for Applicants

Judgment:

18 November 2016

JUDGMENT OF HEATH J

This judgment was delivered by me on 18 November 2016 at 2.00pm pursuant to
Rule 11.5 of the High Court Rules
Registrar/Deputy Registrar

RE PUMPKIN PATCH LTD [2016] NZHC 2771 [18 November 2016]

The application

[1] Administrators of a number of companies of (what has been called) the

Pumpkin Patch Group1 (the Group) have applied on a without notice basis for orders:

(a) Extending the period within which they may convene a watershed meeting, from 23 November 2016 to 28 February 2017, and

(b)Varying the notice requirements for documents that must be provided to creditors for the watershed meetings.

[2] I am satisfied that the applications are properly made without notice. There is urgency in relation to the extension of time to convene the watershed meetings. Without an order they must be convened on or before 23 November 2016. No prejudice will be suffered by any affected party. Indeed, in relation to the variation to service requirements, the interests of affected creditors may well be promoted.

Background

[3] Pumpkin Patch Ltd, Pumpkin Patch Originals Ltd, Torquay Enterprises Ltd, Pumpkin Patch Direct Ltd and Patch Kids Ltd were each put into voluntary administration on 26 October 2016. The previous day, Duffy J had made an order entitling the proposed administrators, Messrs Grenfell and McElhinney, to be appointed notwithstanding that their firm had a prior and continuing business relationship with the companies’ major secured creditor.2

[4] Following a resolution of the board of directors of each company, Messrs Grenfell and McElhinney (both of whom are based in Auckland) were appointed as joint and several administrators of each of the five companies. Mr Hayes, who is
based in Sydney, was also appointed as a joint and several administrator in respect of

1 The companies are named at para [3] below.
2 Without exploring whether the provision necessarily applies, I draw counsel’s attention to r 24.61 of the High Court Rules 2016, the purpose of which is to ensure applications in respect of a particular administration are maintained on a single Court file.

Pumpkin Patch Originals Ltd. That company operates in both New Zealand and

Australia.

[5] On the same day that administrators were appointed, 26 October 2016, Messrs Jackson and Gibson were appointed by ANZ Bank New Zealand Ltd and/or Australia and New Zealand Banking Group Ltd as joint and several receivers and…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

AGLC: Pumpkin Patch Limited (in receivership and adminstrators appointed) [2016] NZHC 2771
Case: [2016] NZHC 2771
Decision Date: 18 November 2016

CaseChat Overview and Summary

The Pumpkin Patch Group, a retail business with branches in Australia and New Zealand, was put into receivership and administration. Administrators of the various companies involved in the Group applied for an extension to the time within which they could convene a watershed meeting, and for variation of the notice requirements for documents that must be provided to creditors for the watershed meetings. The Court granted the application and extended the convening period for the watershed meeting from 23 November 2016 to 28 February 2017. The Court also varied the notice requirements for documents that must be provided to creditors for the watershed meetings by allowing for the documents to be uploaded and published on the administrators' website, with creditors being provided with a letter to refer them to the website to obtain access to the accompanying documents and advising that copies of the accompanying documents can be sent by post or email to a particular creditor upon request made to the administrators. The Court considered that the proposed variation was necessary to ensure creditors had sufficient time to consider the documents before the watershed meeting and to minimise compliance costs.

Orders