Yen v Pronk - [2025] NZHC 2764

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2025-404-1021

[2025] NZHC 2764

UNDER the Companies Act 1993, section 250

IN THE MATTER OF

an application to terminate the liquidation of WYMOUNT PROPERTY SERVICES

LIMITED (IN LIQUIDATION)

BETWEEN

TILI ROMONA YOUNG YEN
Applicant

AND

KEATON PRONK

and
DANIEL WEIDAN ZHANG

Liquidators of McDonald Vague Limited Respondents

Hearing: 15 September 2025

Appearances:

No appearance for the Applicant

Isaac Eustace-Smith for the Respondents

Judgment:

23 September 2025

JUDGMENT OF ASSOCIATE JUDGE C B TAYLOR

[Application to terminate a liquidation]

The judgment was delivered by me on 23 September 2025 at 3:00pm
Pursuant to Rule 11.5 of the High Court Rules 2016

………………………………………………..
Registrar/Deputy Registrar

Solicitors:

Loo & Koo (Jennifer Wickes / Bibiana Lee), Newmarket, Auckland, for the Applicant
Haigh Lyon (Benedict P Molloy / Isaac R W Eustace-Smith), Auckland, for the Respondent

YEN v PRONK [2025] NZHC 2764 [23 September 2025]

Application

[1] Ms Tili Yen (Ms Yen) has applied to terminate the liquidation of Wymount Property Services Limited (in liquidation) (the Company), which was put into liquidation by Body Corporate 355711 (the Body Corporate) on 5 February 2025.

[2] The Company has one secured creditor, ASB Bank, and several unsecured creditors.

[3] The liquidators, Keaton Pronk and Daniel Zhang (the Liquidators), oppose the application. They claim the Company has not paid the creditors in full or made satisfactory provision for the creditors, nor has the Company obtained the consent of the creditors to the order. The Liquidators also claim their costs have not been paid or secured and that it is not just or equitable for the liquidation to be terminated.

Background

[4] Ms Yen is the sole shareholder and director of the Company. She claims that the Company is not insolvent and owns a property in Manurewa, against which a mortgage is registered by ASB Bank. She deposes that as at 31 March 2025 the amount owed by the Company is $36,779.89 and she is in a position to pay the amounts owing to the Body Corporate, other creditors and the Liquidators’ fees in order to have the liquidation terminated.

[5] Ms Yen says the only reason the Company was placed into liquidation was because she inadvertently ignored correspondence from the Body Corporate’s solicitors prior to the liquidation.

Legal principles

[6] Section 250 of the Companies Act set out the general statutory regime for termination orders in relation to a company’s liquidation.

[7] Section 250 of the Companies Act confers broad discretion on the Court and provides that the Court may make an order terminating the liquidation of a company if it is satisfied that it is just and equitable to do so.

[8] The following matters are generally considered to be necessary pre-conditions to the termination of a liquidation:1

(a)All creditors had been paid in full, or satisfactory provision has been made for them to be paid in full, or they consent to the application;

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.

Continue reading Yen v Pronk

Details

AGLC: Yen v Pronk [2025] NZHC 2764
Case: [2025] NZHC 2764
Decision Date: 23 September 2025

CaseChat Overview and Summary

In the High Court of New Zealand, Associate Judge C B Taylor delivered judgment on 23 September 2025 in Yen v Pronk. Ms Tili Yen, the sole shareholder and director of Wymount Property Services Limited (the Company), applied to terminate the liquidation of the Company, which had been placed into liquidation on 5 February 2025 by Body Corporate 355711. The Liquidators, Keaton Pronk and Daniel Zhang, opposed the application. They argued that the Company had not paid the creditors in full, made satisfactory provision for the creditors, or obtained the consent of the creditors to the order. The Liquidators also claimed their costs had not been paid or secured and that it was not just or equitable to terminate the liquidation. The primary legal issue was whether it was just and equitable to terminate the liquidation of the Company. The court found that the usual preconditions for terminating a liquidation had not been met, as the creditors had not been paid in full, the liquidators’ costs had not been provided for or secured, and there were no exceptional circumstances justifying the termination. Consequently, the court dismissed Ms Yen’s application to terminate the liquidation. The court ordered that Ms Yen’s application to terminate the liquidation of the Company be dismissed and directed the Liquidators' counsel to file a memorandum as to costs. Ms Yen was to file a reply memorandum as to costs within 5 working days of receipt of the Liquidators' memorandum. A decision on the costs would then be made on the papers.

Orders