Quainoo v NZ Breweries Ltd - [1991] 1 NZLR 161

Contract — Construction — Interpretation — Guarantee contained in an agreement to mortgage — Extrinsic evidence as an aid to construction and interpretation — Intention of the parties — Consideration — Meaning of the word "advances" - Meaning of "due" and "owing" consequent upon order for winding up of debtor company — Effect on guarantor.

Company law — Liquidation — Whether an order for winding up extinguishes liability of guarantor of company's debt on grounds that it is no longer "due" and "owing" - Guarantee of payment of interest while principle sum remains owing — When debt becomes "due" - Analogy with provisions of Insolvency Act — Meaning of "due" and "owing" consequent upon order for winding up — Insolvency Act 1967, s 116.

Property law — Agreement to mortgage — Guarantee contained in mortgage — Consideration — Meaning of "advances" - Meaning of "due" and "owing" consequent upon order for winding up of debtor company as mortgagee — Effect on guarantor.

Practice and procedure — Appeal — Introducing new ground of defence for first time on a point which is purely one of law — High Court Rules, RR 141 and 244.