Federal Court of Australia

Reid (Administrator), in the matter of Pint Club Incorporated (Administrators Appointed) [2026] FCA 1451

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to section 447A(1) of the Corporations Act 2001 (Cth), Part 5.3A of the Corporations Act is to operate in relation to the third plaintiff as if:

(a)    the administrators of the third plaintiff were appointed on 27 April 2026 in respect of the creditors and affairs of the third plaintiff during the period that it traded as contemplated by a deed of association arrangement executed on 10 October 2023 (Deed) (namely, between 10 October 2023 and 27 April 2026) (Second Administration);

(b)    the Deed as amended was proposed to creditors of the Second Administration who resolved to execute a deed as amended by these orders to be administered by the administrators of the third plaintiff; and

(c)    the Deed as amended by these orders applies both to the Second Administration and the administration being conducted pursuant to the Deed.

2.    Pursuant to section 447A(1) of the Corporations Act 2001 (Cth), Part 5.3A of the Corporations Act is to operate as if, with effect from the date of this order, the Deed is varied in the manner annexed as SRS19 to the Affidavit of Samantha Rangika Sellahewa sworn on 15 September 2026 with the first and second plaintiffs having leave to insert the following missing fields into that document:

(a)    the date of this order; and

(b)    the addresses of each of Messrs Steve Tetley, Paul Allen and Sean Parr.

3.    Pursuant to section 447A(1) of the Corporations Act 2001 (Cth), Part 5.3A of the Corporations Act is to operate as if claims in respect of debts incurred by the third plaintiff during the period between 10 October 2023 and 27 April 2026 are admissible under the Deed.

4.    Pursuant to section 447A(1) of the Corporations Act 2001 (Cth), Part 5.3A of the Corporations Act is to operate as if the Deed binds creditors of the third plaintiff so far as concerns claims in respect of debts incurred by the third plaintiff during the period between 10 October 2023 and 27 April 2026.

5.    Within 3 business days of this order, the first and second plaintiffs shall take all reasonable steps to send a circular giving notice of these orders to the creditors (or persons who to the knowledge of the first and second plaintiffs claim to be creditors) of the third plaintiff, by sending a copy of these orders to the creditors by email.

6.    The first and second plaintiffs’ legal costs of and incidental to this application are expenses properly incurred by them in their capacity as joint and several deed administrators of the third plaintiff and are to be paid out of the assets of the third plaintiff in priority in accordance with section 556 of the Corporations Act.

7.    Save as provided for by order 6, pursuant to section 447A(1) of the Corporations Act 2001 (Cth), notwithstanding the terms of the Deed and the provisions of Part 5.3A of the Corporations Act, any fees, charges or expenses in respect of the administration of the Deed shall not be paid unless court approval for payment has first been obtained. Approval may be sought by affidavit filed in this application. This order only applies to the fees, charges and expenses of the administrators of the Deed.

8.    On or before 30 October 2026, the administrators of the Deed and the third plaintiff shall make an appropriate communication to the Director of Associations and Compliance, Department of Trade, Business and Asian Relations for the Northern Territory in respect of any material contravention of the Deed of which that party is aware as at the date of these orders.

9.    There shall be liberty to any creditor, or other person with a sufficient interest in the third plaintiff, to apply to vary these orders on giving not less than 5 days’ notice to the plaintiffs.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

COLVIN J:

1    Pint Club Inc is a not for profit association incorporated under Northern Territory legislation. As a club, it has a long history. In recent years it has provided bar, bistro, entertainment and gaming facilities from premises in Marrara.

2    Administrators were appointed to Pint Club in July 2023. A few months later, the creditors resolved to enter into a deed of association arrangement (Deed). Broadly speaking, the Deed provides for the Administrators to be appointed as the administrators of the deed (Deed Administrators) and for the control of Pint Club's trading operations to be returned to its Committee on the basis that profits from future trading will be accumulated in a fund to pay creditors. The Deed Fund is to comprise those profits as well as cash at bank and funds recovered from debtors, insurance and other claims of Pint Club. The Deed provides for the Committee to engage an 'external professional management entity' to assist in operations. In addition, there is a requirement for the Committee and the management entity to meet with the Deed Administrators for the purpose of reviewing ongoing performance. The Deed contemplates a distribution to creditors in 2028 at 100 cents in the dollar.

3    As to funds that may be required for trading, the Deed provides for the Deed Administrators, in their absolute discretion, to contribute working capital from the funds held by the Deed Administrators to enable the Pint Club to trade. As to trading expenses, the Deed provides:

If funds generated from trading during the voluntary administration period are exhausted, and there remain unpaid trading expenses for the voluntary administration period (excluding the voluntary administrators' remuneration), these expenses must be paid as and when they become due and payable from trading revenue generated under the Deed.

4    Therefore, the Deed does not contemplate the possibility of further creditors of Pint Club arising from the further trading to be undertaken pursuant to the terms of the Deed. Nevertheless, that is what has occurred. Under the supervision of the Committee, Pint Club was unable to trade profitably and on 27 April 2026 it ceased trading having used up available cash and accumulated further creditors including liabilities for unpaid tax and superannuation contributions.

5    I observe that the Deed Administrators have express power under the terms of the Deed to 'return [Pint Club] to the control of the Deed Administrators in the event that the Deed Administrators reasonably form the view, that the Committee will be unable to take the steps within their control to Effectuate the Deed'. The Deed also provides that the Administrators will not be personally liable for any debts incurred in administering the Deed. They are also entitled to be indemnified for any debts (as well as their fees, charges and expenses) from out of the Deed Fund.

6    On 15 June 2026, the Deed Administrators received a proposal from Cazalys Palmerston Club to 'acquire' Pint Club by means of an alternative deed of association arrangement. It proposed to contribute $600,000 as full settlement of all debts and the acceptance of a new constitution that would be presented to members for adoption.

7    At the end of July 2026, creditors of Pint Club were advised of the proposal and of the intention of the Deed Administrators to seek a variation of the Deed to give effect to the proposal from Cazalys. Separate notifications were sent to the creditors at the time of the Deed (Original Creditors) and to those further creditors who had been incurred as part of the operations conducted pursuant to the Deed (Deed Creditors). The notifications contemplated payment in full of priority creditors, payment to the Deed Administrators of their remuneration as voluntary administrators of $212,500 and further remuneration as deed administrators of $40,000 plus estimated legal costs for the approval of $45,000. The estimated distribution to non-priority creditors (both Original Creditors and Deed Creditors) from the surplus was 6 to 7 cents in the dollar. The notifications indicated that the Deed Administrators intended to apply to the Court for orders under s 447A of the Corporations Act 2001 (Cth) to amend the Deed to give effect to the proposal set out in the notifications. Section 447A concerns the making of orders as to how Part 5.3A of the Corporations Act 2001 is to operate in relation to a particular company. By s 72 of the Associations Act 2003 (NT), the provisions of Part 5.3A (amongst other provisions) apply to incorporated associations like Pint Club.

8    The notifications invited any objections to be sent to the Deed Administrators. No creditor communicated any objection or concern.

9    The Deed Administrators then proceeded to arrange the amendment to the constitution and to deal with issues that might arise as to historical non-compliance by Pint Club with certain obligations.

10    Then on 15 September 2026 an application was made by the Administrators, the Deed Administrators and Pint Club (subject to the Deed) to this Court for orders pursuant to s 447A.

11    Section 447A(1) confers a general power in the following terms: 'The Court may make such order as it thinks appropriate about how this Part is to operate in relation to a particular company'. The Part referred to is Part 5.3A which deals with a procedure for administration that may lead to a deed of company arrangement. The three plaintiffs are each persons on whose application orders may be made under s 447A(1). By their application, the plaintiffs seek an order that Part 5.3A of the Corporations Act is to operate in relation to Pint Club (subject to the Deed) as if the Deed were amended in various respects said to give effect to the proposal from Cazalys.

12    Separately, s 445A of the Corporations Act provides that a deed of company arrangement may be varied by a resolution passed at a meeting of the company's creditors. The course that the plaintiffs propose would not involve a resolution of creditors. They say that approval by creditors' resolution is foreclosed by reasoning of Young J in FAI Workers Compensation (NSW) Ltd v Philkor Builders Pty Ltd (1996) 132 FLR 213 and FAI Workers Compensation (NSW) Ltd v Philkor Builders Pty Ltd (No 2) (1996) 21 ACSR 532. However, they maintain that the Court can make orders under s 447A(1) which have the effect of providing for the relevant provisions of the Corporations Act to operate on the basis of amendments to the Deed that include amendments to bring the Deed Creditors within the terms of a varied Deed by which the proposal as outlined in the notifications to creditors may be carried into effect.

13    The application is brought with urgency on the basis of concerns in relation to the liquor licence held by the Pint Club. When Pint Club ceased to trade, the Director of Liquor Licensing for the Northern Territory indicated an intention to consider cancelling the liquor licence. An extension has been obtained until 30 September 2026. There is concern on the part of the Deed Administrators that a further extension may not be granted. It is said that if the liquor licence is cancelled that, in turn, will have consequences for a gaming licence held by Pint Club, a possibility that, it is expected, would cause Cazalys to withdraw its proposal, if that possibility came to pass. However, in the course of oral submissions, it was explained that the concern of the Director of Liquor Licensing was for progress to be demonstrated in the steps to be taken concerning the proposal from Cazalys and a further extension was expected if that was the case.

14    The plaintiffs say that if the proposal from Cazalys cannot be adopted then all creditors will be worse off. That is said to be because, in a liquidation, there is considerable uncertainty as to whether the value of the Pint Club premises (being its only significant asset) could be realised. The difficulty arises because the premises are on a Crown Lease and also because certain improvements on the property were funded by the government of the Northern Territory. These matters are said to introduce considerable uncertainty as to whether any compensation for the premises could be recovered in the event of a winding up of Pint Club. It is the considered opinion of the Administrators (and Deed Administrators) that although there is some prospect of recovery arising from improvements to land, 'the existence, value and recoverability of any such claim are highly uncertain'. There is also said to be 'a significant risk that no compensation will be payable and, therefore, that no funds will ultimately be available to creditors from the land/Premises'. These matters are deposed to in an affidavit by one of the Administrators dated 28 September 2026.

15    Therefore, the issues that arise on the application are these:

(1)    Could the Original Creditors approve amendments to the Deed that would include the Deed Creditors within the Deed?

(2)    If yes to (1), is it appropriate for the application to be entertained in circumstances where a meeting of the Original Creditors has not been held?

(3)    If no to (1) or yes to (2), does the Court have power under s 447A(1) to make the orders sought?

(4)    If yes to (3), should the Court exercise its discretion to make those orders?

(5)    If yes to (4), in what terms should the orders be expressed?

Issue (1): Could the Original Creditors approve amendments to the Deed that would include the Deed Creditors within the Deed?

16    Part 5.3A of the Corporations Act provides for the administration of the affairs of an insolvent company according to the terms of a deed approved by the creditors. The object of the Part is stated in s 435A which is in the following terms:

The object of this Part…is to provide for the business, property and affairs of an insolvent company to be administered in a way that:

(a)     maximises the chances of the company, or as much as possible of its business, continuing in existence; or

(b)     if it is not possible for the company or its business to continue in existence—results in a better return for the company's creditors and members than would result from an immediate winding up of the company.

17    The normal outcome of an administration pursuant to Part 5.3A is that (a) a deed of arrangement is executed by the company and the deed's administrator; (b) there is a resolution that the administration should end; or (c) the creditors resolve for the company to be wound up: s 435C(2)(a).

18    There are specific provisions that apply where the creditors resolve to execute a deed of company arrangement: s 444A(1). Usually, the administrator will become the deed administrator: s 444A(2). A deed must be prepared by the administrator: s 444A(3). Amongst other things, it must specify the property that is to be available to meet the claims of creditors: s 444A(4)(b). There is no express provision in s 444A that would prevent the deed including conditions that would allow the claims of further creditors arising from the administration of a deed to be dealt with in the deed and for any such creditors to be able to claim against the property of the company. Indeed, the deed in the present case allowed for such a course by authorising the Deed Administrators to advance working capital out of the property of the company for the purposes of allowing Pint Club to continue to trade. However, any such creditors will not have agreed to the terms of the deed and certainly will not have agreed to some form of compromise of their claims. Further, there is no apparent statutory mechanism by which they may be required to be bound. Therefore, it is difficult to see how a deed could bind any such creditors to accept a particular amount from a fund established by a deed prepared pursuant to s 444A.

19    This analysis is confirmed by the terms of s 444D(1) which provides:

A deed of company arrangement binds all creditors of the company, so far as concerns claims arising on or before the day specified in the deed [as to when claims must have arisen if they are to be admissible under the deed (being a date not later than when the administration began)].

20    Also, s 444H provides that the deed releases the company from a debt only in so far as the deed provides for the release and 'the creditor concerned is bound by the deed'.

21    Part 5.3A also provides for variation of the deed. As has been mentioned the variation may be by a resolution passed at a meeting of the company's creditors: s 445A. There is also provision for an individual creditor to apply to cancel such a variation: s 445B.

22    The Corporations Act has provisions that deal with avoidance of a deed or its cancellation. There are various circumstances in which things may be done by creditors, that is those creditors the subject of the deed. They may resolve to terminate the deed and resolve for the company to be wound up: s 445E.

23    If an administrator becomes aware of a material contravention of a deed, the administrator must give notice of the contravention to as many creditors as reasonably practicable and the notice must be lodged with the Australian Securities and Investments Commission: s 445HA.

24    Having regard to the overall scheme of Part 5.3A, it contemplates that generally the terms of the deed and subsequent steps in relation to the deed are a matter for the creditors at the time of the administration. Further, where Part 5.3A refers to creditors it refers to the creditors with claims in the administration. The legislation does not include any express mechanism by which a creditor whose claim arises against the company by reason of dealings undertaken pursuant to the deed may be brought within the terms of the deed. A creditor of that kind could take steps to wind-up the company. There may be consequences for insolvent trading by the company whilst in administration. However, the legislative scheme does not contemplate creditors such as the Deed Creditors in the present case being brought within the terms of the deed.

25    For those reasons, the course proposed by the plaintiffs on the present application could not be brought about by a resolution passed at a meeting of creditors (that is, the creditors the subject of the administration).

Issue (2): If yes to Issue (1), is it appropriate for the application to be entertained in circumstances where a meeting of the Original Creditors has not been held?

26    Having regard to the conclusion to Issue (1), Issue (2) does not arise.

Issue (3): If no to Issue (1) or yes to Issue (2), does the Court have power under s 447A(1) to make the orders sought?

27    It is well established that the Court has power under s 447A to provide that Part 5.3A will operate as if provisions in a deed of company arrangement had been varied: Adelaide Brighton Cement Limited, in the matter of Concrete Supply Pty Ltd v Concrete Supply Pty Ltd (Subject to Deed of Company Arrangement) (No 2) [2018] FCA 1003 at [12] (Besanko J). The power is wide, but not entirely without limit: Australasian Memory Pty Ltd v Brien [2000] HCA 30; (2000) 200 CLR 270 at [20] (Gleeson CJ, McHugh, Gummow, Hayne and Callinan JJ). Cogent reasons must be advanced if the general words of s 447A(1) are to be read down: at [17].

28    However, circumspection has generally been expressed as to the circumstances in which it may be appropriate to exercise the power. In In the matter of Derwent Howard Media Pty Limited [2011] NSWSC 1164 at [11], Barrett J said: 'Ordinarily, any variation of a deed of company arrangement should be by resolution of creditors under s 445A'. As to resort to s 447A, his Honour said at [12]: 'Generally speaking, however, the court should be reluctant to exercise this power (and thereby to deprive creditors of their role under s 445A) except in circumstances that are uncontentious, in the sense that no prejudice to creditors is involved)'. In doing so, his Honour referred to reasoning of Owen J in Re Paradox Digital Pty Ltd; Ex Parte Vincent Anthony Smith in his capacity as Deed Administrator [2001] WASC 182. In that case, his Honour acted on the basis that there would be an effect upon creditors if the deed was able to be performed as if amended in the manner proposed but that otherwise the business of the company would have to close its doors: at [17]-[18]. Also, his Honour took account of practical difficulties in convening a creditors' meeting within the time that was available, viewed commercially: at [17]. He did so on the basis that the alternative would be for the company to go into liquidation with significantly less returns to creditors.

29    In Adelaide Brighton, Besanko J proceeded to exercise the power on the basis that there was no prejudice to creditors: at [13].

30    The reasoning of Barrett J in Derwent Howard Media was applied by Halley J in Diakos v Pacific Steel Constructions Pty Ltd, in the matter of Pacific Steel Constructions Pty Ltd [2022] FCA 645 at [21]-[22] and by Owens J in Blundell, in the matter of Dyldam Developments Pty Ltd [2025] FCA 766 at [35]-[36] where his Honour referred to the need for 'a very powerful reason…to overcome the reluctance that the Court should properly display in depriving creditors of the right to vote [on whether to vary the deed]'.

31    Here, for reasons that have been given, the creditors are not being deprived of the opportunity to vote because they could not approve the proposed changes to the deed. The real issue is whether the power conferred by s 447A(1) goes as far as the plaintiffs' application invites the Court to go. Does it authorise an order that would both radically change the course proposed by the deed and introduce a new group of creditors whose claims did not exist at the time that the administration commenced? The change in course here proposed would be from trading for 5 years to generate surpluses for the Deed Fund to the payment of a lump sum to discharge all debts and secure control over Pint Club for Cazalys. However, on the evidence, it is a course that would enable a return to creditors when, in the opinion of the Deed Administrators (and Administrators), further returns to creditors from liquidation are highly uncertain and would require funding for legal costs that is not available. There is also the prospect that delay may result in Pint Club losing its liquor licence which would prejudice the ability of Pint Club to pursue the proposal from Cazalys.

32    As to the proposed inclusion of the Deed Creditors, consideration must be given to the reasoning of Young J in the two FAI Workers Compensation decisions. In that instance, a company entered into a deed of company arrangement. A registrar of this Court then dismissed an application to wind up the company and in doing so ordered that the costs of the application be paid with priority out of the fund established under the deed. In the first of the two decisions, Young J reasoned by the following steps. First, s 444D(1) only binds creditors so far as concerns claims arising before a fixed date. Second, the claim to costs was not a contingent debt. Third, s 447A would authorise the making of an order that a meeting of creditors be convened to consider a variation of the deed to enable the order for costs to be dealt with so the company would not be put into liquidation based on the debt created by the order. Fourth it was 'impossible to justify what the registrar did under s 447A'. That was because the registrar's order brought into the administration a debt 'which was not one of the debts affected by the deed and has diminished the pool of assets available under that deed by giving this new debt priority'. His Honour concluded that reasoning by stating (at 218):

I cannot see any power in the Corporations Law [the predecessor to the Corporations Act] to add a debt to the deed of arrangement. It must follow that the registrar's order, in so far as it made the order for costs a debt in the administration, was beyond power.

33    However, his Honour did accept that there could have been a provision in the deed for the costs of a pending winding up petition to be paid as a matter of priority from the fund established by a deed (at 219).

34    His Honour suggested that 'the more acceptable course may be for the administrator to apply to vary the deed' and indicated that an opportunity should be provided for that course to be considered even though it may be an expensive process 'with the convening of fresh meetings of creditors'.

35    In subsequent reasons, Young J recorded a submission advanced for the administrator that 'there are only two ways in which the deed could be amended, the first under s 447A on an application by the administrator and the second pursuant to ss 445A and 444F' (being the provisions allowing for variation by resolution of creditors). His Honour then recorded the nature of the previous decision in the following terms:

In my earlier judgment I said that there was no power for the Registrar to add a new debt to the debts being considered in the administration.

36    His Honour then reasoned (at 533) in the following way as to what could be done having regard to that conclusion already reached.

[The administrator] puts that it would be incompetent for like reasons for the creditors to vary the deed. He says, quite correctly, that it may well have been that the original deed was brought about by a balance of considerations of the creditors voting and had the additional debt been brought into consideration, the deed would not have been passed in the first place. A fortiori is this the situation where there is a substantial minority vote on the question as to whether the deed should be approved.

I think this is correct. If it is not correct, then I do not consider that the court should put the administration to the costs of convening a meeting of creditors to find that out.

It is quite clear under s 447A (and by analogy the same matters are relevant under s 445A) that consideration must be given as to the effect on other creditors...

Accordingly, that route of solving the present problem appears to have been closed.

(References to authorities omitted).

37    It appears that his Honour may have approached the matter on the basis that the question was whether the creditors should be allowed to vote to allow payment of the costs incurred in bringing the winding up application that was overtaken by the deed of arrangement. That is a different question to that which is posed by the application that the plaintiffs now advance. They do not seek orders that would provide authority for payment to the Deed Creditors out of the Deed Fund. Rather, they seek to bind the Deed Creditors to the terms of a varied deed and compromise their claims accordingly. They seek, in effect, to expand the existing administration which relates to the Original Creditors to include a subsequent insolvency, being that which arises from the period of the administration of the deed which has resulted in the Deed Creditors. Each of the Deed Creditors is not bound by the Deed. They have debts that could found a winding up application. They would also appear to be debts which could result in a further administration, though an appointment of an administrator would appear to be required to be made by Pint Club (see s 436A) or a liquidator, if appointed (see s 436B). Any subsequent administration would not concern the assets of Pint Club because they are all being dealt with under the existing Deed. However, it could be a mechanism by which the scheme of Part 5.3A could be carried into effect to adopt a proposal of the kind advanced in the present case. It would require each set of creditors to approve a deed that allowed for the payment to be made to the other set of creditors. Participation in each deed would be a basis upon which the claims of all creditors could be extinguished on agreed terms as to participation in a fund.

38    In my view, the possibility for administrations to be conducted in the manner I have just described has significance for the scope of the power conferred by s 447A. It is a mechanism by which the Court can make orders which cause Part 5.3A to operate in a particular way, even though it would not operate in that manner according to its terms. The authorities indicate the power conferred by s 447A is broad, but not unlimited. One limit must be that the orders are directed to the operation of the scheme in Part 5.3A, that is with the establishment of an administration of the kind provided for by Part 5.3A and with the operation of a scheme of arrangement with a deed of the kind provided for by Part 5.3A.

39    I regard the proposal as seeking to truncate the kind of steps that I have outlined which might establish an administration for the Deed Creditors which then adopts a deed in similar terms to that applying to the Original Creditors thereby compromising the claims of all creditors. On that basis, I consider the application to be for orders that seek to establish an administration of the kind contemplated by Part 5.3A. Unlike the case considered by Young J in the two FAI Workers Compensation decisions, it does not seek to simply add a new creditor into an existing deed. Rather, it seeks to effect two administrations of the kind provided for by s 447A and to bring them together.

40    For those, reasons, I am satisfied that the Court has power to make the orders sought pursuant to s 447A. I regard those orders as the means by which to record the terms of a deed that applies to each of an administration in respect of the affairs of Pint Club in respect of the Original Creditors and the assets and claims of Pint Club at that time and a subsequent and further administration in respect of the Deed Creditors also to be administered by the Deed Administrators.

Issue (5): If yes to Issue (4), should the Court exercise its discretion to make those orders?

41    In the unusual circumstances of the present case, for the following reasons, I am persuaded that orders of the kind sought should be made. I consider there to be powerful reasons for the exercise of the power in circumstances where Pint Club is otherwise likely to be placed in liquidation with little prospect of any return to the Original Creditors or the Deed Creditors. Accordingly, there is no real prejudice to the Deed Creditors. Further, as I have explained, the nature of the proposal is such that the Original Creditors could not provide the authority to enter into the proposal by resolution at a meeting of those creditors because the proposal requires the Deed Creditors to also be bound. The particular matters that I consider to be persuasive are these.

42    First, few Original Creditors participated in the meeting of creditors that considered and approved the Deed and all those who participated were in favour of the Deed.

43    Second, at the time that the Original Creditors made the decision to enter into the Deed, there was considerable uncertainty as to whether value could be recovered from the land or premises of Pint Club and there were insufficient other assets to be likely to result in any distribution to creditors. This continues to be the case at the time of the application. Further, the Administrators and Deed Administrators are of the view that legal costs would need to be incurred to pursue any such claim and Pint Club has no resources available to meet those costs.

44    Third, the Deed Creditors have no assets against which they might make claim because the assets of the Pint Club are subject to the Deed.

45    Fourth, the amount of $600,000 that is now available from Cazalys would soon be consumed by a pathway that required the convening of separate meetings of the Original Creditors and the Deed Creditors for each of them to approve a deed in similar terms that would enable the proposal from Cazalys to be accepted and implemented.

46    Fifth, on the evidence, there is a considerable risk that all creditors (including priority creditors) will receive nothing if the proposal from Cazalys is not able to be implemented and there is a winding up. The proposal will see priority creditors paid in full and some return to other creditors.

47    Sixth, separate notifications were provided to each of the Original Creditors and the Deed Creditors inviting any objection and there was no objection notified from any creditor.

48    Seventh, a further circular was sent to all known creditors of Pint Club notifying them of the hearing of the present application. The circular resulted in two responses only. One from the government department responsible for administering Crown Leases and one from a creditor asking how their claim would be addressed. As to the first inquiry, copies of the court documents were provided. As to the second inquiry, the creditor was informed of the expected return of 6 to 7 cents in the dollar. There is no evidence of objection from those parties.

49    Eighth, the proposal required the support of both the Original Creditors and the Deed Creditors because Cazalys seeks to have all debts discharged. Therefore, it is appropriate for all creditors to be treated in the same way.

50    Ninth, the members of Pint Club support the proposal.

51    Tenth, there is no other proposal that would assure a return to creditors.

52    Eleventh, there is a public interest aspect to the implementation of the proposal. It would assure the continuation of a long-standing community institution that supports local sporting and community organisations.

Issue (6): If yes to Issue (5), in what terms should the orders be expressed?

53    The orders proposed would provide for Part 5.3A to operate on the basis that the Deed has been amended in certain respects necessary to give effect to the proposal. I have considered the amendments proposed and I am satisfied that they are appropriate for that purpose. However, for reasons I have given, in my view the orders should provide for Part 5.3A to operate as if there has been an administration that commenced on 27 April 2026 in respect of the affairs of Pint Club covering debts incurred during the period that it traded as contemplated by the Deed (namely, between 10 October 2023 and 27 April 2026) and the Deed as amended by the orders applied both to that administration and the administration being conducted pursuant to the Deed.

54    The next concern that I have relates to what has occurred in performing the Deed particularly the incurring of debts that could not be met out of the trading activities of Pint Club conducted under the terms of the Deed. It seems to me that orders should be made on the basis that there is an appropriate communication by each of Pint Club and the Deed Administrators to the Director of Associations and Compliance, Department of Trade, Business and Asian Relations for the Northern Territory as contemplated by s 445HA of the Corporations Act as applied to incorporated associations such as Pint Club (being the person responsible in the Northern Territory, see s 23(1)(b) of the Corporations Reform (Northern Territory) Act).

55    Finally, as to the costs of the Deed Administrators, I note that the affidavit material refers to a cap on the charges that might be made by them (noting that those charges are separate to those which have been approved for the conduct of the administration prior to the entry into the Deed). In those circumstances, I would vary the operation of Part 5.3A to require the Deed Administrators to make an application for court approval of any fees, charges or expenses to be paid to them. To be clear, that would not apply to the expenses of the administration already approved by creditors.

56    Subject to those matters, I am satisfied that there should be orders substantially in the terms sought by the plaintiffs.

57    There will be orders accordingly.

Associate:

Dated:    2 October 2026