Euro-National Corporation Ltd v NZI Bank Ltd - [1992] 2 NZLR 739

Company law — Shares — Scheme for provision of financial assistance for purchase of company's own shares — Whether scheme exempt from provisions of s 62 of Companies Act by reason of subscription of shares to be held for benefit of employees — Purpose of overall scheme — Meaning of constituent elements of exemption — Companies Act 1955, s 62 and 62(1)(b).

Contract — Illegal contract — Deliberate attempt by company to provide illegal financial assistance for purchase of its own shares — Whether contract of sale and purchase of shares should be validated — Whether moneys paid pursuant to such contract should be refunded — Illegal Contracts Act 1970, s 7.

Evidence — Witness — Scheme for provision of financial assistance for purchase of company's own shares — Onus of proof as to whether scheme within exception to Companies Act prohibition — Degree of probability required — Effect of failure to call witnesses crucially involved in scheme.