18 So too with the expression "joint venture" in commercial settings. The following passage at the start of the judgment of Giles JA in Sanpine Pty Ltd v Koompahtoo Local Aboriginal Land Council [2006] NSWCA 291 (at [1]) reflects the same view of the meaning of "joint":
"Koompahtoo Local Aboriginal Land Council ('Koompahtoo'), established under the Aboriginal Land Rights Act 1983 ("the Act"), came to hold approximately 885 ha of land near Morisset. On 14 July 1997 it entered into a joint venture with Sanpine Pty Ltd ('Sanpine') for development and sale of part of the land. Koompahtoo and Sanpine each held a 50 per cent interest in the joint venture, to which broadly speaking Koompahtoo contributed its land and Sanpine contributed its services. Sanpine was the development manager under the joint venture agreement ('the Agreement')."
19 In the present case, it is sufficiently clear that Feather, Snuggle and Ilume were parties to an arrangement under which each contributed part of what was required to carry on a single business. Ilume provided human resources, Feather provided manufacturing facilities and Snuggle attended to the sale of the manufactured product. The total business of manufacturing and selling feather and down products was carried on by them jointly. And those of them that owned relevant physical property caused it to be used in the joint enterprise. The circumstances can thus be seen to be as described in s 579E(1)(b)(iv).
20 Because the court is, for the reasons stated, satisfied that one of the subparagraphs of s 579E(1)(b) (being each of subparagraph (i) and (iv)) applies and because the court is also satisfied as to the matter in s 579E(1)(a), it will be open to the court to make a determination under s 579E(1) that the three companies constitute a "pooled group" if, at the next stage of the inquiry, it "is satisfied that it is just and equitable to do so" - subject, however, to the effect of a transitional provision to which I must now turn.
21 Section 1480(20) of the Corporations Act is in these terms:
"Subsections 571(1) and 579E(1) of the amended Act apply in relation to a group of 2 or more companies if the winding up of each company in the group begins on or after the day on which those subsections commence."
22 The expression "the amended Act" is not defined or used elsewhere. Given the context and the definition of "amending Act" in s 1479, however, "the amended Act" must be the Corporations Act as amended by the Corporations Amendment (Insolvency) Act 2007. The day on which s 571(1) and s 579E(1) commenced was 31 December 2007. The time at which a company's winding up begins or commences is determined by the provisions in Division 1A of Part 5.6. In the case of each of Feather and Snuggle, the effect of s 513B(b) is that the winding up commenced on the "section 513 day" in relation to its antecedent voluntary administration, that is, the day on which the administration began. In the case of Ilume, the winding up commenced on the day on which the winding up order was made, that is, 17 March 2008.
23 The fact that the winding up of each of Feather and Snuggle began before 31 December 2007 seems to compel the conclusion that, because of
s 1480(20), the group of companies consisting of Feather, Snuggle and Ilume (or any two of them) is not a group in relation to which s 579E(1) applies, with the result that the court has no power to determine that that group is a pooled group for the purposes of s 579E.
24 It was submitted on behalf of the liquidators, however, that any such conclusion would fail to give effect to s 579N:
"To avoid doubt, for the purposes of:
(a) this Division; or
(b) any other provision of this Act to the extent to which it relates to this Division;
a group of 2 or more companies need not be associated with each other in any way (other than a way described in paragraph 571(1)(b) or 579E(1)(b))."
25 Before considering the submissions concerning s 579N, I must address a question of construction. Section 579N is, in terms, a provision enacted to "avoid doubt". Precisely what the words "to avoid doubt" or "for the avoidance of doubt" add to the meaning of a statutory provision may itself be a matter of doubt. The operative enacted words should have the same effect whether or not the introductory or explanatory words are included. Perhaps the indication is that one has resort to the provision only if some doubt arises, or that the provision deals only with cases of doubt.
26 It was suggested by Paul Lanspeary, a senior drafter at the Office of Parliamentary Counsel, Canberra in a paper delivered in August 2005 entitled "Statutory interpretation for drafters", that the expression "to avoid doubt" is used in statutes "to anticipate and provide answers to difficult questions of interpretation". After referring to several examples of provisions in which the words appear, the author expresses this view:
"It is not suggested that the phrase 'To avoid doubt' is necessary, or desirable, when including such provisions."
27 Later, after saying that there are several reasons why drafters "will (and should) lean towards provisions that clarify difficult interpretation issues", the author says that there may be some reasons why drafters "should not overuse the option of clarifying the text in an attempt to bypass questions of interpretation". One such reason is:
"the additional text might itself cause difficulties of interpretation despite drafters' best efforts. (A common problem is the insertion of provisions (often at the insistence of instructors) to clarify ambiguities that do not really exist: these provisions often start with the phrase 'To avoid doubt …' or 'For the avoidance of doubt …')."
28 Whatever may have been the doubt that Parliament intended to lay to rest by enacting s 579N, it was not of sufficient concern to warrant explanation or even mention in the Explanatory Memorandum to the Corporations Amendment (Insolvency) Bill.
29 My strong inclination is to approach s 579N on the footing that the words "To avoid doubt" do not add meaning that would be absent if the words themselves were absent. Viewed in that way, s 579N it is an interpretation provision like any other beginning simply, "For the purposes of [a stated provision or collection of provisions]" - in the same way as the immediately following s 579P. So read, it serves the purpose of indicating that, in approaching the "pooling" provisions, the court is not called upon to consider, or make any findings on, matters of "association", in a general sense, beyond those explicitly referred to in s 579E(1)(b) itself.