Hodder is the first to present arguments in the week-long hearing before Justices Stephen Kos, Forrie Miller and David Goddard. Hodder also represents Tilby and Gomm, while Yan is represented separately by David Chisholm QC.
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Sign up to our daily curated newsletter for the day's top stories straight to your inbox.The directors' appeal centres around events from 2010. Justice Cooke ruled the breaches occurred from the end of that year onwards.
They said that the judge had the benefit of hindsight when he made his ruling, and that the directors were right to rely on support from Mainzeal's parent company. They disputed Justice Cooke's suggestion that the directors should have threatened to resign.
Court's questioning
Justice Goddard questioned why the directors ignored "various flags going up," ahead of its collapse.
Court of Appeal president Kos added: "You painted the picture of directors' coming upon a tottering edifice, it was wobbling a bit, and you could say, well, what could they do to look after it the best they could, but then the real question is, who built it?" The judge added that the directors could not ignore what had happened before 2010 because it was an "evolving story."
Hodder said that Gomm and Tilby had decades of construction experience.
Justice Miller said the background to the case was "striking" and the fact Mainzeal had no audit committee was "extraordinary."
"On one view, the judge has been generous to the directors for dating the breach as late as he did," he said.
Hodder's response was that the directors did plan to have an audit committee, but it was a small board and, in any event, the parent company had bigger governance structures.
"Yes, by the corporate governance guidebook that was probably a cross rather than a tick but, in the end, it doesn't make much difference," Hodder added.
The liquidator, BDO's Andrew Bethell, is cross-appealing, saying that the directors should have to pay more.
The hearing continues.
