Metroplex Berhad v Rothschild: Stay of Proceedings & Assignment Validity

In Metroplex Berhad (provisional liquidator appointed) v Rothschild (Singapore) Ltd and another, the Singapore High Court addressed an appeal by Metroplex Berhad against orders made by an Assistant Registrar. The orders concerned the stay of Suit 915 against Rothschild pending the final disposal of winding up proceedings in Malaysia, and the setting aside of an order granting leave to Metroplex to serve a Writ of Summons on MSEM in New York. The High Court dismissed the appeal regarding the stay against Rothschild and granted a stay on similar terms for the appeal concerning service on MSEM, pending the outcome of appeals in Malaysia. The court reasoned that the substantive issues were being determined in Malaysia, and Metroplex was attempting to circumvent the Malaysian High Court's decision.

1. Case Overview

1.1 Court

High Court

1.2 Outcome

Appeal dismissed in respect of the order to stay Suit 915 against Rothschild. Stay granted on similar terms as the stay order for Suit 915 against Rothschild regarding the appeal to set aside the order granting leave to Metroplex to serve a sealed copy of the Writ of Summons in Suit 915 on MSEM in New York.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court stayed Metroplex Berhad's suit against Rothschild and MSEM pending Malaysian winding up proceedings, addressing assignment validity.

1.7 Decision Date

9 October 2011

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Metroplex Berhad (provisional liquidator appointed)	Plaintiff, Appellant	Corporation	Appeal dismissed in part, Stay granted in part	Partial	Vijay Kumar of Vijay & Co
Rothschild (Singapore) Ltd	Defendant, Respondent	Corporation	Stay of proceedings granted	Stayed	Stephanie Wee of Shook Lin & Bok LLP Victoria Ho of Shook Lin & Bok LLP Vinodh S Coomaraswamy of Shook Lin & Bok LLP
Morgan Stanley Emerging Market Inc	Defendant, Respondent	Corporation	Stay of proceedings granted	Stayed	Stephanie Wee of Shook Lin & Bok LLP Victoria Ho of Shook Lin & Bok LLP Vinodh S Coomaraswamy of Shook Lin & Bok LLP

3. Judges

Judge Name	Title	Delivered Judgment
Woo Bih Li	Judge	Yes

4. Counsels

Counsel Name	Organization
Vijay Kumar	Vijay & Co
Stephanie Wee	Shook Lin & Bok LLP
Victoria Ho	Shook Lin & Bok LLP
Vinodh S Coomaraswamy	Shook Lin & Bok LLP

4. Facts

Metroplex is a guarantor pursuant to a credit agreement.
Metroplex commenced an action in Singapore against Rothschild and MSEM.
Winding up proceedings had been commenced in Malaysia by MSEM against Metroplex.
The Malaysian High Court ruled on certain issues raised in the winding up proceedings.
Rothschild agreed to grant a multi-currency term loan of US$17,000,000.00 to Legend.
Rothschild notified Legend that an event of default had occurred under the terms of the Credit Agreement.
Rothschild notified Legend that it had assigned all its rights and interest in the loan to MSEM.

5. Formal Citations

Metroplex Berhad (provisional liquidator appointed) v Rothschild (Singapore) Ltd and another, Suit No 915 of 2010 (Registrar's Appeal Nos 240 and 241 of 2011), [2011] SGHC 225

6. Timeline

Date	Event
1996-06-14	Credit Agreement dated
1996-09-04	Letter issued by Metroplex and Legend to Rothschild
1999-06-14	Letter issued by Rothschild to Legend and Metroplex
1999-11-02	Rothschild notified Legend of default
1999-11-17	Rothschild demanded payment from Metroplex
2004-11-08	Purchase and Sale Agreement dated
2004-11-10	Rothschild notified Legend of assignment to MSEM
2004-11-10	Novation Notice dated
2005-04-07	Rothschild and MSEM notified Legend and Metroplex of assignment
2005-04-07	Deed of Assignment dated
2005-04-07	Assignment Notice dated
2005-04-08	MSEM demanded payment from Metroplex
2005-04-13	MSEM commenced winding up proceedings in Malaysia
2005-04-15	MSEM applied for appointment of provisional liquidator
2005-05-13	Metroplex applied to strike out winding up petition
2010-11-16	Malaysian High Court dismissed Metroplex's striking out application
2010-12-07	Metroplex commenced Suit 915 in Singapore
2011-03-08	Writ of Summons amended
2011-03-23	Statement of Claim filed
2011-07-25	Assistant Registrar made two orders
2011-09-15	High Court dismissed appeal in respect of stay order
2011-10-10	Decision Date

7. Legal Issues

Stay of Proceedings
- Outcome: The court granted a stay of proceedings pending the outcome of related proceedings in Malaysia.
- Category: Procedural
Validity of Assignment
- Outcome: The court considered the validity of the assignment of rights and obligations under the Credit Agreement.
- Category: Substantive

8. Remedies Sought

Declarations
Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Finance

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
No cited cases

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

Credit Agreement
Winding up proceedings
Novation
Assignment
Guarantor
Lenders
Outstandings
Provisional liquidator

15.2 Keywords

Stay of proceedings
Assignment validity
Winding up
Credit agreement
Singapore High Court

17. Areas of Law

Area Name	Relevance Score
Winding Up	80
Insolvency Law	75
Guarantee	70
Assignment Law	65
Contract Law	60
Jurisdiction	40
Arbitration	30

16. Subjects

Contract Dispute
Financial Law
Cross-border Litigation