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High Court of New Zealand Decisions |
Last Updated: 5 September 2016
IN THE HIGH COURT OF NEW ZEALAND BLENHEIM REGISTRY
CIV-2015-406-000039 [2016] NZHC 1858
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UNDER
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the Companies Act 1993
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AND
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IN THE MATTER
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of setting aside a statutory demand
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BETWEEN
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G K FYFE & ASSOCIATES LIMITED Applicant
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AND
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PARKERS BUSINESS SOLUTIONS LIMITED
Respondent
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Hearing:
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2 August 2016
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Appearances:
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D J C Russ for Applicant
A R Davie for Respondent
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Judgment:
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11 August 2016
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JUDGMENT OF ASSOCIATE JUDGE MATTHEWS
[1] G K Fyfe & Associates Limited (Fyfe) applies to set aside a
demand served on it pursuant to s 289 of the Companies
Act 1993. The
demand relates to accountancy fees charged by Parkers Business Solutions
Limited (Parkers) in relation
to an investigation of its taxation affairs by
the Inland Revenue Department.
[2] Principally, Fyfe says that there is a substantial dispute on whether it is liable to pay the sum demanded. Parkers says that there is no dispute of any substance but raises a further issue: it says that the demand was validly served on 4 November
2015 and that as this application was not filed in the High Court until 19 November, it is outside the 10 day time limit within which an application to set aside a notice
under s 289 must be filed.1
1 Companies Act 1993, s 290(2) and (3).
G K FYFE & ASSOCIATES LTD v PARKERS BUSINESS SOLUTIONS LTD [2016] NZHC 1858 [11 August 2016]
[3] There are two issues to be decided:
(a) Was Fyfe’s application under s 290 filed within 10 working days
of the
date of service of the demand?
(b) Is there a substantial dispute whether or not the debt is owing or is
due?
[4] In Industrial Group Ltd v Bakker, the Court of Appeal laid down
the way in which the Court is to approach an application under s
290:2
[24] We note that the statutory scheme is for applications to set aside
statutory demands to be a summary proceeding. ... The
section calls for a
prompt judgment as to whether there is a genuine and substantial dispute. It is
not the task of the Court to
resolve the dispute. The test may be compared with
the principles developed in cognate fields such as applications to
remove
caveats, leave to appeal an arbitrator’s award and opposition
to summary judgment.
[25] ... The tight time constraints distinguish the s 290 discretion from
that to be exercised on, say, a summary judgment application,
where the presence
of complex legal issues is not necessarily a bar to a remedy. As with leave to
appeal an arbitrator’s award,
the hearing should, in the normal course, be
short and to the point, and the judgment likewise.
[5] More recently, in AAI Ltd v 92 Lichfield Street Ltd (in rec and in
liq) the
Court of Appeal said:3
[22] It is important to keep in mind the words of the statute. What the
applicant must show is that the dispute it raises has
substance; the applicant
must explain to the Court what the dispute is; and the dispute so shown must be
real and not a fanciful
or insubstantial dispute.4 The Court must
bear in mind that it is operating in the summary jurisdiction, with the
accompanying disadvantages that brings for
any applicant. The Court must also
keep in mind the requirement that what is intended to be a summary hearing
should not be converted
into a full-blown trial.
First issue: Was Fyfe’s application under s 290 filed within 10 working days of
the date of service of the demand?
[6] Parkers is a firm of accountants, and it acted for Fyfe in that capacity until
Fyfe instructed a new accountant, Mr H A Scott, in early 2015. Its office
was the registered office for Fyfe. At the time the
demand under s 289 was
served, the
2 Industrial Group Ltd v Bakker [2011] NZCA 142, (2011) PRNZ 413 (citations omitted).
3 AAI Ltd v 92 Lichfield Street Ltd (in rec and in liq) [2015] NZCA 559, (2015) 23 PRNZ 52 per
Winkelmann J.
4 Re A Company [1991] BCLC 727 (Ch) at 740 per Harman J
registered office of Fyfe was at 8 Scott Street, Blenheim. Parkers had
evidently occupied a suite of offices on the first floor
of the building at that
address, but some time prior to 4 November had moved to 69 Scott Street,
Blenheim. Fyfe did not register
a change of registered office with the
Companies Office. Fyfe, however, had a business address at Unit 15, 114 Sawyers
Arms Road,
Christchurch.
[7] Service of the demand was put in the hands of Mr S H Reid. In his
first affidavit in relation to service he says that
on 4 November he served the
statutory demand at the registered office of Fyfe at 8 Scott Street, Blenheim,
and on the same day he
also served a copy of the statutory demand at the new
office premises of Parkers at 69 Scott Street. He says he took the latter
step
out of an abundance of caution.
[8] Mr Nigel Boyce, the area manager of Fyfe for Blenheim and the
surrounding area then swore an affidavit in which he deposes
that the former
office of Parkers has been vacant since around September 2015. The building in
which it was located has been undergoing
extensive reconstruction work for some
time and access to the building is prohibited as it is a work site. Mr Boyce
says that once
issues in relation to service of the demand were brought to the
company’s attention he was asked by Fyfe’s solicitors
to go to these
offices with a view to attempting to gain access, and to take photographs.
In order to do this he first
telephoned the site foreman to seek
permission, and that was granted. He therefore went to the site in mid-
December 2015.
[9] The photographs produced by Mr Boyce show a building with
scaffolding and protective screening on the outside, and
a front door
displaying a sign identifying the first floor as being a construction site.
There is a further sign with the name
“Robinson Construction
Limited”, on the door and on the stairs to the first level there is a sign
prohibiting unauthorised
entry. Lying on one of the stairs is a piece of paper
which appears to show that Parkers moved from the premises on Monday, 4 May
2015.
[10] A photograph of the front door of Parkers’ former premises
shows it bears a
sign advising of the move to 69 Scott Street from 4 May 2015. A number of
photographs of the interior of the premises show that it is vacant, a
position which can evidently be seen from looking into the reception
area.
Other signs show that other tenants left between May and August 2015. There was
no obvious evidence of a statutory demand
or other correspondence addressed to
the company being at the premises when Mr Boyce was there, and he says that
nothing was affixed
to the door of the reception other than the sign indicating
the firm’s departure.
[11] Ms Paulie Whaitiri, the officer manager for Fyfe, swore an affidavit in which she deposes that Fyfe has a physical office at Unit 1, 9 Auckland Street, Blenheim but that its main office is in Christchurch. In November 2015 this was at Unit 15,
114 Sawyers Arms Road, Northcote.
[12] Ms Whaitiri says that the first the company knew of the statutory
demand was when it was served at Fyfe’s Sawyers Arms
Road property on 5
November. Ms Whaitiri says she specifically recalls service of the demand
because that day happened also to be
her daughter’s birthday. She had
left the office unattended for a brief period while she went down to the local
mall and then
out to a job site. When she returned the statutory demand was
taped to the locked door of the office. It had not been taped to
the door when
she left. She immediately forwarded a copy of the demand to Mr Fyfe and to the
company’s solicitor.
[13] Fyfe then filed a second affidavit from Mr Reid, who had read the affidavits of Mr Boyce and Ms Whaitiri. He gives further details of the steps he took on 4 and
5 November. Mr Reid confirms his evidence that he served the registered
office of Fyfe at 8 Scott Street, Blenheim on 4 November
and then also took a
copy to Parkers’ new offices at 69 Scott Street, Blenheim. He says that
on 4 November the offices at
8 Scott Street were not a construction site. He
was aware that the offices of Parkers were at the end of a corridor on the first
floor of 8 Scott Street because he had engaged Parkers to complete some
accounting work for him in the past. He says he went to
the door of
Parkers’ offices at 8 Scott Street and slid the statutory demand under
it.
[14] Mr Reid says that he works two to three days a week, and
often in
Christchurch. After he had served the documents in the way I have described on
4 November, Mr Scott says he travelled to Christchurch and served
the same statutory demand on Fyfe’s business office.
He describes Ms
Whaitiri’s recollection that this occurred on 5 November as being entirely
possible, though he does not specifically
recollect the day on which it
occurred, other than being sure that it was not on the same day that he served
the documents in Blenheim,
4 November, but was after that. He recalls
undertaking the service in Christchurch as he waited outside the office for at
least
an hour.
[15] From this I draw the following conclusions:
(1) The statutory demand was served on the registered office of Fyfe on
4 November.
(2) It did not come to the attention of any staff member or officer of
Fyfe on that day.
(3) It came to the attention of the office manager of Fyfe the following
day when it had been left attached to the door of Fyfe’s
Christchurch
business office and was then referred to Mr Fyfe, a director, and to
Fyfe’s solicitors.
[16] Section 387 of the Companies Act provides:
387 Service of documents on companies in legal proceedings
(1) A document, including a writ, summons, notice, or order, in any legal
proceedings may be served on a company as follows:
(a) by delivery to a person named as a director of the company on the New
Zealand register; or
(b) by delivery to an employee of the company at the company’s
head office or principal place of business; or
(c) by leaving it at the company’s registered office or address for
service; or
(d) by serving it in accordance with any directions as to service given by
the court having jurisdiction in the proceedings; or
(e) in accordance with an agreement made with the company; or
(f) by serving it at an address for service given in accordance with the rules of the court having jurisdiction in the proceedings or
by such means as a solicitor has, in accordance with those rules, stated that
the solicitor will accept service.
(2) The methods of service specified in subsection (1) of this section
are the only methods by which a document in legal proceedings
may be served on a
company in New Zealand.
[17] It is apparent from the evidence in relation to service
which I have summarised that service in accordance with
paragraph (c) took
place on 4 November. If that were the end of the matter, this application to set
the demand aside was filed one
day outside the period of 10 working days
specified in s 290(2)(a). It is not contended that service was effected by the
method
in paragraph (b). Although the document was left at Fyfe’s
principal place of business on 5 November, it was not delivered
to an employee,
as she was absent at the time; rather, it was taped to the door. The relevance
of the events of 5 November, though,
is to the point at which Fyfe actually
obtained notice of the demand. On 4 November Parker’s agent, Mr Reid,
validly served
the document at the registered office of Fyfe, but then re-served
it on Parkers itself. There is no evidence that when the latter
step occurred
any member of Parkers’ office took any step to send it to any staff member
or officer of Fyfe.
[18] In Argyle Estates Ltd v Bowen Group Ltd & Hogg, Laurenson
J said:5
In my view the position which emerges is quite clear:
a) Service at a nominated registered office of a company complies with
s.387 regardless of whether the office is in fact at
the given address or not.
Accordingly a default judgment entered following service in this manner cannot
be said to have been obtained
irregularly.
b) Notwithstanding that service may comply with s.387, there remains an
issue as to whether that service is effective, i.e.
in achieving the underlying
aim of the section to ensure that the company being served is, in fact, aware of
the particular matter
which requires service on it. Ineffective service is an
issue in such instances as where the service details are inadequate, or where
it
is known or suspected that the service address has been abandoned.
c) If there is a doubt as to whether the service was effective then the
Courts can intervene in order to ensure that there has
been no miscarriage of
justice.
5 Argyle Estates Ltd v Bowen Group Ltd (2003) 17 PRNZ 57 (HC) at [32].
[19] In Goh v Ridgeview Properties Limited (In Liquidation) &
Anor,6 Associate Judge Robinson noted the provisions of s 387,
and also rr 6.12 and 31.12 of the High Court Rules which provide, respectively,
that a document requiring service under the High Court Rules on a company may be
served in accordance with s 387, and that every
statement of claim seeking
appointment of a liquidator must be served on the defendant company. His
Honour also noted the requirements
of s 186 of the Companies Act for a company
to have a registered office, and the obligation under s 214 on a company to file
an annual
return which must include certain information, one item of which is
the address of the registered office of the company. Failure
to do so is an
offence by each director of the company.
[20] His Honour then observed:7
The provisions of the Companies Act 1993, to which I have referred, emphasise
the importance placed by the legislature on companies
having a registered office
and needing to file with the Registrar of Companies any change in the registered
office. The combined
effect of s 387(1)(c) of the Companies Act 1993 and rr
31.12 and 6.12 High Court Rules is to permit service by delivery of the
documents
to the registered office of the company. If the office is unattended,
or has in fact been changed without proper notice, that is
not the problem of
the process server. Consequently, it is extremely important for those in charge
of the management of a company
to ensure that proper notice is given of any
change in the company’s registered office. Failure to do so could result
in important
documents, such [as] an application to liquidate the company on the
ground that the company cannot pay its debts, being left at the
old registered
office and not brought to the attention of the company’s
management.
[21] The facts of the present case provide a vivid example of precisely
how the failure to register at the Companies Office a
change in the registered
office of the company can cause serious difficulties for that company. Had it
not been for the assiduous
attention to duty of Mr Reid by taking a copy of the
demand to Fyfe’s Christchurch headquarters and attaching it to the office
door, the existence of the notice may not have come to the attention of Fyfe for
a considerably longer period.
[22] Recognising, however, the injustice this may cause, the Court has
found that in addition to service being effected in accordance
with one of the
methods set out in
6 Goh v Ridgeview Properties Limited (in liquidation) [2009] NZHC 1917; (2009) 24 NZTC 23,682 (HC).
7 At [24].
s 387, it must also be effective. In Apparel By Design Ltd v Team Kiwi
Racing Ltd
Associate Judge Sargisson said:8
While s 387 and s 388 provide that leaving a document at a company’s
registered office is sufficient service, where the
office is vacant or
abandoned the Court may exercise its discretion to set aside the step to prevent
a miscarriage of justice.
In ASB Bank Ltd v Info-Touch Technologies Ltd Master Gambrill noted
the principle that “service is meant to bring the documents to the notice
of the parties who are responsible
for the company”: [10]. If the address
is clearly abandoned the prudent course is to serve a director of the
company
personally or to apply to the Court for directions: [10]. In Argyle
Estates Ltd v Bowen Group Ltd Laurenson J said at [32]:
b) Notwithstanding that service may comply with s 387, there remains
an issue as to whether that service is effective, i.e.
in achieving the
underlying aim of the section to ensure that the company being served is, in
fact, aware of the particular matter
which requires service on it. Ineffective
service is an issue in such instances as where the service details are
inadequate, or where it is known or suspected that the service address
has been abandoned.
(Emphasis added)
The key consideration is fairness. Laurenson J concluded at [32]:
c) If there is a doubt as to whether the service was effective then
the courts can intervene in order to ensure that there
has been no miscarriage
of justice.
While therefore service on a vacant registered office is valid service, if
the circumstances are such that a miscarriage of justice
might result the Court
may intervene. The circumstances might create an obligation on the part of the
party serving the document
to go further.
[citations omitted]
[23] In the present case, I am satisfied that the circumstances in which service was effected on the registered office of Fyfe were such that there was an obligation on the part of Parkers to take the matter further. In fact, that is what Mr Reid did. The first additional step he took, by giving a copy of Parkers’ own document back to Parkers did not advance matters at all, but the step he took the following day (accepting the evidence as to date of Ms Whaitiri) was a step which had the prompt consequence of the document coming to the attention of Fyfe’s director and solicitors. Although it was open to Parkers to select service on Fyfe by the method in s 387(1)(c), leaving
the document at Fyfe’s registered office, it knew that the
registered office was at its
own former premises, and that neither staff of Parkers
nor anyone else was at that office. Whether it had, by early November, become
a building site (as it had by December) is not relevant. The crucial point is
that by selecting service by this method, Parkers
was in effect serving the
document on itself at an address from which it knew that it had moved and which
it must have known was
vacant. Whilst some blame may properly be levelled at
Fyfe for not notifying a change of its registered office when it ceased using
the accountancy services of Parkers in 2015, a measure of criticism may fairly
be levelled at Parkers for selecting this method of
service. It was open to
Parkers to select a different method of service from the options in s 387(1).
In the event Mr Reid tried
to effect service in accordance with paragraph (b),
and had the Christchurch office not been unattended, he would doubtless have
done so.
[24] In supporting the steps taken by Parkers, Mr Davie referred to the
following passage from Argyle:9
The question remains as to whether, as a matter of discretion, the judgment
should be set aside for other reasons. The fundamental
enquiry in this regard
should be whether, in the whole of the factual circumstances which applied, the
Court can be satisfied that
the proceeding was brought to the attention of the
defendant in ample time for it to take any steps required to defend its
position.
[25] Mr Davie argues that service was effected on 4 November, by
compliance with s 387, and that when the demand was brought to
the attention of
the company on 5 November it still had ample time (nine working days) out of the
10 days that ran from 4 November
within which to make an application to the
Court to set it aside, if that was the course which Fyfe were to elect. He
says, therefore,
that service was effected validly in terms of s 387, and was
effective by 5 November.
[26] I do not consider that where the circumstances warrant an enquiry by the Court into the validity of service, as here, it is open to the Court to conclude that service has been effected on the day of compliance with s 387, rather than on the day when the validity of service is established. First, while it may be acceptable for service to be effected in two stages, one in compliance with s 387 and another to
make that service effective, that in my view cannot result in service having
been legally effected on completion of the first stage
of that process.
Service of a document occurs, with attendant legal consequences, or it does not.
As the Court retains the right
to intervene in relation to service to ensure
that there is not a miscarriage of justice, the result of that intervention can
only
be to find that service has not been effected until a step has been taken
which ensures that a miscarriage of justice will not occur.
[27] Secondly, s 290 prescribes very limited time within which an application must be made to the Court to set aside a statutory demand. The brevity of the specified period has been recognised by the Courts as a factor of relevance in the way the Court should consider and decide such an application.10 If the period were to be even more brief, as would inevitably be the case if the time ran from service in accordance with s 387 rather than upon any potential miscarriage of justice being cured by additional service or notification of the existence of the served document, the pressure on an applicant would be even more draconian. There is no justification
for applying the principles relating to service in a way which would have
that effect. Mr Davie argued that in this case, Fyfe still
would have had
nine-tenths of the statutory time within which to make its application. That
may be so, but the whole period is brief
enough. This leads, too, to the third
point.
[28] Thirdly, if the law were applied as Mr Davie suggests, the Court
would be required to make an assessment in every case where
this issue was under
consideration on whether the time available to an applicant was reasonable.
There is nothing to justify such
a course. Worse, there would be a real element
of uncertainty for applicants on when the time limit for bringing an application
was to expire.
[29] In my opinion the correct course is to find that in the rare cases where the interests of justice require more than mere compliance with s 387, service is not effected until completion of such further step as is found by the Court to have ensured that a miscarriage of justice will not occur.
[30] For these reasons I find that service of the statutory demand was
effected on
5 November, and therefore that this application was brought within the 10 day
time limit specified in s 290(2).
Second issue: Is there a substantial dispute whether or not the debt is
owing or is due?
[31] The notice issued by Parkers is for accountancy fees for work
carried out on behalf of Fyfe in relation to an audit of its
affairs by the
Inland Revenue Department. Parkers charged Fyfe for its work as it
proceeded, and Fyfe paid a number of invoices,
but Fyfe stopped paying
invoices when it became concerned about the defendant’s charges. Late in
2014 and early in 2015 emails
were exchanged in relation to unpaid fees. Fyfe
asked for a breakdown of the fees in terms of hours and work performed, and
instructed
new accountants.
[32] Once this information came Fyfe engaged its new accountant in the
task of reviewing the steps that Parkers had taken in relation
to the IRD audit
and advising in relation to the fees charged. In his first affidavit Mr Scott
said that having reviewed information
provided to him, he thought that the
charges were unjustifiably high in respect of the presentation of the
information which was
requested by the IRD. His criticisms were directed
principally at the time charged by Mr Susheel Dutt, the principal of Parkers
who
was in charge of the firm’s work for Fyfe. He found this be to be
excessive when compared with the services provided.
[33] Secondly, Mr Scott said that the work carried out by Parkers in
respect of the
2012, 2013 and 2014 years was contrary to what he would have expected. He
said Parkers’ strategy appeared to be to review the
source information
provided by Fyfe and then provide the IRD with its view of that information.
This involved reworking the relevant
financial years and advising the IRD of its
findings. Mr Scott says that the case officer from the IRD advised his firm
that this
was not acceptable and he suspected that the majority of the work
undertaken by Parkers would have resulted in no benefit to Fyfe.
[34] This led to Mr Scott’s third point – in his opinion the
process undertaken by
Parkers would have contributed significantly to the costs incurred and, not
surprisingly, it was unacceptable to the IRD. Whilst the approach taken by
Parkers was no doubt well intentioned, Mr Scott says it
was never going to be
accepted by the IRD as this was simply not the way that the IRD carries out its
audit procedures.
[35] Mr Susheel Dutt swore a lengthy affidavit in response. His evidence
ranges over a number of topics, starting with
a broad attack on
Fyfe’s solvency and integrity. He says that Fyfe has been insolvent,
yet trading, for several years,
that substantial current account advances made
to Mr Fyfe by his company are wrongly characterised in Fyfe’s accounts as
a
current asset, that Fyfe has been engaged in “a systemic trend of tax
avoidance” for some years, that there was clear
evidence during the course
of the IRD audit that Fyfe had endeavoured to deduct for tax purposes certain
expenses which were not
allowable business expenses and that the statutory
demand procedure has been properly applied: as he puts it, “either pay or
be liquidated is an acceptable commercial approach”.
[36] Mr Dutt then challenges almost every statement made and
conclusion reached by Mr Scott. This exercise was
virtually a line
by line response to Mr Scott’s evidence, and a more extensive conflict
of views between two witnesses
than those of Mr Scott and Mr Dutt might be
difficult to find.
[37] After then giving evidence about the course of the IRD
audit Mr Dutt concludes that Fyfe’s finances were
not being managed
properly, duties to creditors were being flouted, and Fyfe preferred some
creditors over others. He concludes
his affidavit by a passage in which he
expresses the view that the dispute raised by and on behalf of Fyfe is contrived
in order
to overcome the process of requiring payment by way of a statutory
demand.
[38] Fyfe filed an affidavit in reply by Mr Scott. In this affidavit he
gives much more extensive evidence than in his first
affidavit, largely taking
issue with the principal conclusions reached by Mr Dutt.
[39] Apart from one issue to which I will refer below, it is not necessary to set out the evidence of the witnesses to which I have referred, in any more detail. It is plain that there is a significant dispute over liability to pay Parkers’ outstanding invoices.
That dispute cannot be characterised, as Parkers sought to do, as contrived.
I am quite satisfied that there is a real and not a
fanciful or insubstantial
dispute, indeed many of them. It is not the role of the Court on this
application to determine the right
answer to each of the facts put in issue by
Mr Dutt and responded to by Mr Scott.
[40] I asked Mr Davie to tell me the basis on which the Court might find that there was no valid dispute, given the manifest conflict on the evidence on virtually every point put in issue. He drew my attention to an email sent by Mr Dutt on 23
September 2014 in which he advised that the audit in relation to the 2010 and
2011 years had been finalised by the IRD. A final assessment
had been issued
for those years on 16 September 2014, and agreed to by Fyfe. Mr Davie says the
work that went into those tasks is
the subject of the demand in issue. On the
basis of these documents Mr Davie submits that as Fyfe had agreed to the outcome
of the
audits for those years it should therefore pay the invoices which relate
to the work that went into them.
[41] I am unable to agree with that submission. The principal basis of the dispute is that the charges made by Parkers are not appropriate. The question of what is an appropriate fee is assessed by considering a number of matters, only one of which is the successful completion of the task undertaken. Fees for that task are not necessarily appropriate if, for example, too much time has been spent and too great a fee charged for achieving a successful result. Thus, although it would seem that fees are payable for the work done to conclude the audit for the 2010 and 2011 years, the amount of the fee payable remains in issue. As well, a wide-ranging criticism of Parkers’ services is outlined by Mr Scott, with the result that grounds are made out for a more extensive review of Parkers’ charges to assess the competence of its performance as Fyfe’s accountants, than merely an examination of the invoices making up the demand. Put another way, the correct process for determining the issue between Parkers and Fyfe is a full review of Parkers’ services and results achieved, as well as the amount of time taken to achieve those results, and whether that time was properly spent or, for example, misdirected (as Mr Scott claims to be the position at least in respect of part of Parkers’ services). Whether any sum is found to be properly payable, and if so how much, remains to be seen.
[42] For the purposes of the present application I am satisfied there is
a substantial dispute and the notice issued under s 289
should be set
aside.
Outcome
[43] I set aside the demand issued by Parkers against Fyfe dated 15
October 2015.
[44] Counsel indicated that costs should be reserved as there are matters
to draw
to the Court’s attention in relation to costs that are not presently
before the Court.
[45] I ask counsel to confer in relation to costs, with the observation that Fyfe has succeeded on this application and should in the ordinary way receive an award of costs. Only if counsel cannot agree to costs, memoranda may be filed within 10
working days.
J G Matthews
Associate
Judge
Solicitors:
Fletcher Vautier Moore, Nelson
Treadwells, Wellington
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