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Syndicates (NZ) Limited (in liq) 133 held that section 315B should be subjected to
broad interpretation because it is a remedial measure designed to facilitate the task of
liquidation and general interest of those involved. Otherwise, it would have
frustrated the intention of the legislature for wide usage of the section.
In Mountfort v Tasman Pacific Airlines of NZ Limited, 134 the court considered the
consistency between the limited liability principle enunciated in section 15 of the Act
and the pooling order under section 271(1)(b) of the Act. In spite of the wide
discretion conferred by section 272(2)(e), it is not the intention of the Parliament to
allow judges to use section 272 to dilute the separate legal principle. 135 The court
would still have to consider whether, on facts, it is appropriate to lift the corporate
veil when making a pooling order.
Since solvency is the requirement of the statute which enables the holding company
to remain separate from its subsidiaries, the court should be aware of any actions
which would affect the company‟s solvency. Any actions by the former which will
cause the latter to trade whilst insolvent, or to jeopardise its independent existence, is
relevant in a decision as to whether the corporate veil should be lifted.
5.2.3.3.1.1.1 Just and Equitable
The court acknowledged that there are not many authorities to guide it in the
interpretation of the words 'just and equitable.' Nevertheless, Justice Casey in Re
Home Loans Fund (NZ) Ltd (in group liq) 136 held that the court has wide discretions
to interpret the phrase to effect a result which accords with common notions of
133 (1989) 4 NZCLC 64,757.
134 [2006] 1 NZLR 104.
135 [2006] 1 NZLR 104 at 125.
136 (1983) 1 NZCLC 98,581.
101