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the business had led to confusion as to which companies are involved, then it would
be just and equitable to treat the company as one entity. 147
c) Extent of the Related Company’s Conduct Attribute to Liquidation
of the Company 148
The court will also look at the related company‟s contribution towards the
liquidation of the other companies in the group. The facts which are relevant for this
purpose would be the holding company providing bad debts to its subsidiary,
compelling it to trade whilst insolvent. 149 Moreover, the court will consider any
evidence which will illustrate that the companies are one entity and dependent on
each other such as fusions of accounting systems, financial arrangements and
managements. 150 Due to the dependency on one another, any conduct by the related
company which led to insolvency would have an impact on the others. 151
d) Extent to which the Businesses of the Companies have been
Intermingled 152
The difficulty of separating the activities of each company due to the use of a
common name for all inter-related companies is another relevant consideration. The
court pointed out that confusion of ownership in respect of particular assets is a
further illustration that those responsible for management of the companies treated
the companies as one and did not differentiate between the activities carefully.
147 Re Dalhoff and King Holdings Ltd (in liq) [1991] NZLR 296 at 302-305.
148 Section 272(2)(c).
149 Mountford v Tasman Pacific Airlines of NZ Limited [2006] 1 NZLR 104 at 127.
150 Ibid.
151 Re Dalhoff and King Holdings Ltd (in liq) [1991] NZLR 296 at 305.
152 Section 272(2)(d).
104