Quick Service Restaurants Limited (in liquidation)
[2025] NZHC 2406
•22 August 2025
IN THE HIGH COURT OF NEW ZEALAND HAMILTON REGISTRY
I TE KŌTI MATUA O AOTEAROA KIRIKIRIROA ROHE
CIV-2023-419-122
[2025] NZHC 2406
UNDER
AND
the Companies Act 1993 IN THE MATTER
of the liquidation of QUICK SERVICE
RESTAURANTS LIMITED (in liquidation)
BETWEEN
THE COMMISSIONER OF INLAND REVENUE
Plaintiff
AND
of the liquidation of QUICK SERVICE
RESTAURANTS LIMITED (in liquidation) Defendant
Hearing: On the papers Appearances:
Memorandum filed by K Pihama for the liquidators of the Defendant
Judgment:
22 August 2025
JUDGMENT OF ASSOCIATE JUDGE SUSSOCK
This judgment was delivered by me on 22 August 2025 at 4 pm pursuant to r 11.5 of the High Court Rules
Registrar/Deputy Registrar
Solicitors: KPMG, Auckland
RE QUICK SERVICE RESTAURANTS LIMITED (in liquidation) [2025] NZHC 2406 [22 August 2025]
Introduction
[1] The liquidators of Quick Services Restaurants Limited (in liq) (Company) have completed the liquidation and now apply for approval of their overall remuneration of
$31,349.
[2] The memorandum filed by the liquidators sets out a summary of the liquidators’ fees by hours worked, staff level and the average hourly rate applied, together with a breakdown by category of work performed.
[3] In addition, the memorandum attaches copies of the six monthly reports provided to creditors and shareholders required by s 255 of the Companies Act 1993 up to the time the memorandum was filed and a draft of the liquidators’ final report pursuant to s 257, prepared on the basis that all distributions have been made and the liquidators’ remuneration has been approved.
[4] The issue I have to consider is whether the Court is satisfied that the remuneration for which approval is sought reflects the fair value of services rendered by the liquidator to the creditors of the Company.1
[5] In Madsen-Ries v Salus Safety Equipment Ltd (in liq) the Court of Appeal held:2
… even where there is no challenge to the liquidator’s remuneration this does not absolve the Court from the obligation to be satisfied that the remuneration approved reflects the value of the services rendered to the creditors of the company.
[6] I set out the background below before considering whether the remuneration ought to be approved.
1 Re Roslea Path Limited (in liq) [2013] 1 NZLR 207 (HC) as approved in Madsen-Ries v Salus Safety Equipment Ltd (in liq) [2022] NZCA 101.
2 Madsen-Ries v Salus Safety Equipment Ltd (in liq), above n 1, at [54].
Background
[7] The Company was incorporated in May 2021 and operated as a café restaurant in Hamilton. The liquidators record that they were advised by the director that the Company’s business failed due to the impacts of COVID-19.
[8] The Commissioner of Inland Revenue applied to the Court for liquidators to be appointed following the Company’s failure to meet tax obligations. The liquidation application was granted on 10 July 2023 with Janet Sprosen and Leon Francis Bowker of KPMG appointed as joint and several liquidators. The Commissioner was awarded petitioning creditor costs of $281.95 and disbursements of $990.40.
[9] On 21 November 2023, Kristal Pihama replaced Janet Sprosen on her resignation.
[10] The draft final report records that on appointment the liquidators met with the Company’s director who advised that the business was sold to the café manager prior to liquidation. The liquidators requested and obtained information from the company’s solicitor regarding the sale.
[11] The liquidators draft report records that they met with the director who advised the business was sold to the cafe manager (Purchaser) prior to liquidation. The liquidators therefore requested and obtained information from the Company's solicitor regarding the sale.
[12] Under the sale and purchase agreement (SAP), the Purchaser entered a vendor- finance arrangement with the Company to pay the purchase price by monthly instalments to be completed in early 2025. A portion of the purchase price was required to be paid directly to a secured creditor. The liquidators have received confirmation from the secured creditor that the Purchaser has paid the outstanding debt in full. However, the liquidators identified that the Purchaser had not commenced payments to the Company in accordance with the SAP. The liquidators made demand on the Purchaser for the outstanding instalments. The Purchaser communicated with the liquidators that they were going through financial difficulties during the reporting
period and would make additional payments to catch up on the monthly instalment arrears. Instalment payments subsequently resumed.
[13] On 17 December 2024, the Liquidators negotiated an agreement with the Purchaser to settle the balance of the outstanding payments. The negotiated settlement figure was received in full in accordance with the settlement agreement.
[14] During the reporting period the liquidators also attended to administrative tasks including corresponding with creditors and attending to statutory reporting requirements. As there are no further avenues of recovery, the liquidators are finalising the liquidation.
Creditor Outcomes
[15] The liquidators have paid the costs and disbursements of the Commissioner of Inland Revenue, the petitioning creditor, of $1,272 in full.
[16] The liquidators also received a preferential claim of $317,103 from Inland Revenue and have made a distribution of $49,902, representing approximately 16 cents in the dollar in relation to this claim.
[17]There are insufficient funds in the liquidation to make any further distributions.
Should the liquidators’ remuneration be approved?
[18] The liquidators have provided a breakdown of their time records and charges which show that the hourly rates that have been applied are in accordance with those approved by the Court.
[19] A summary is included in the memorandum providing a breakdown of the liquidators’ fees by staffing category which records that 8 per cent of the hours were completed at director/liquidator level, 16 per cent at manager level, 62 per cent at analyst level and 14 per cent at support staff level. In total, 99.6 hours were spent for fees of incurred of $31,349, the amount for which approval is sought.
[20] In addition, administration fees of $1,567 were incurred to cover travel, general office service services, PPSR, property and other search charges, storage of company records and other items. I include this charge together with the total fees incurred in order to calculate a comparable hourly rate as some liquidators include these items in their hourly charge out rate. The average hourly rate on this basis is $330.48, in the upper mid-range of average hourly rates for liquidators.
[21] I am satisfied from the breakdown by staffing category that the work appears to have been undertaken at appropriate levels.
[22] Furthermore, the six-monthly reports to the creditors and shareholders record the liquidators’ activities up to the date of that report and provide a detailed fee and disbursement analysis. The notes below this analysis include an invitation to creditors or shareholders to contact the liquidators if they have any queries in relation to the liquidators’ fees.
[23] In addition, the liquidators notified the petitioning creditor, the Commissioner of Inland Revenue, of the level of fees and expenses for which approval is now sought. A letter is attached to the liquidators’ memorandum confirming that Inland Revenue has no objection to the overall remuneration proposed.
[24] In the circumstances, I am satisfied that the categories of work undertaken by the liquidators were necessary to wind up the affairs of the company and that the remuneration for which approval is sought reflects the fair value of services rendered by the liquidators to the creditors.
Result
[25] For the reasons set out above, the liquidators’ remuneration of $31,349 is approved.
Associate Judge Sussock
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