Rooftop Group International: Recognition of US Chapter 11 Proceedings under UNCITRAL Model Law
The Singapore High Court heard an application by Rooftop Group International Pte Ltd and Darren Scott Matloff for recognition of US Chapter 11 proceedings under the UNCITRAL Model Law. Triumphant Gold Limited and Polar Ventures Overseas Limited, creditors of Rooftop Group International, opposed the application. The court granted recognition to the US proceedings as a foreign non-main proceeding but did not grant a stay against proceedings for the enforcement of a share charge. The court also recognized Darren Scott Matloff as the foreign representative, despite concerns about his fitness. The court determined that Rooftop Group International's COMI was in Singapore.
1. Case Overview
1.1 Court
High Court of the Republic of Singapore1.2 Outcome
Recognition granted to the US Chapter 11 Proceedings as a foreign non-main proceeding.
1.3 Case Type
Insolvency
1.4 Judgment Type
Judgment
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court considers recognition of US Chapter 11 proceedings for Rooftop Group International under the UNCITRAL Model Law.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Rooftop Group International Pte Ltd | Applicant | Corporation | Recognition of US Chapter 11 Proceedings as foreign non-main proceeding granted | Partial | |
| Darren Scott Matloff | Applicant | Individual | Recognition as foreign representative | Won | |
| Triumphant Gold Limited | Non-party, Respondent | Corporation | Application to prevent share transfer not granted | Partial | |
| Polar Ventures Overseas Limited | Non-party, Respondent | Corporation | Application to prevent share transfer not granted | Partial | |
| Gandiva Investments Limited | Other | Corporation | |||
| Asian Express Holdings Ltd | Other | Corporation |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judge | Yes |
4. Counsels
4. Facts
- Rooftop Group International Pte Ltd manufactured and sold toys and hobby-grade drones under the trade name “Propel RC®”.
- The company obtained a license to produce “Star Wars” drones for the 2016 holiday season, but the launch was postponed to 2017.
- The postponement caused liquidity problems for Rooftop Group, which had taken loans from external lenders.
- Litigation was pursued by Triumphant Gold Limited, leading Rooftop Group to file for Chapter 11 in the US.
- Triumphant Gold Limited did not comply with the US worldwide moratorium and continued proceedings in Singapore.
- The applicants sought recognition of the US Chapter 11 Proceedings as a foreign main proceeding or, alternatively, as a foreign non-main proceeding.
- The non-parties contested the recognition of the US Chapter 11 Proceedings as a foreign main proceeding.
5. Formal Citations
- Re Rooftop Group International Pte Ltd and another (Triumphant Gold Ltd and another, non-parties), Originating Summons No 773 of 2019, [2019] SGHC 280
6. Timeline
| Date | Event |
|---|---|
| UNCITRAL Model Law on Cross-Border Insolvency adopted | |
| Rooftop Group obtained a license to produce Star Wars drones | |
| Launch of Star Wars drones postponed | |
| Investor presentation stated majority of employees were in Asia | |
| Suit No 450 of 2018 filed | |
| Originating Summons No 544 of 2018 filed | |
| Rooftop Group ceased manufacturing, sales and distribution business | |
| Rooftop Group filed for Chapter 11 in the US | |
| Suit No 252 of 2019 filed | |
| Judgment reserved | |
| Darren Scott Matloff found guilty of contempt of court | |
| Judgment issued |
7. Legal Issues
- Recognition of Foreign Insolvency Proceedings
- Outcome: The court granted recognition to the US Chapter 11 Proceedings as a foreign non-main proceeding, finding that the company's COMI was in Singapore.
- Category: Substantive
- Sub-Issues:
- Determination of Centre of Main Interest (COMI)
- Scope of assistance to foreign proceedings
- Appointment of Foreign Representative
- Outcome: The court recognized the appointed foreign representative despite concerns about his fitness, noting limitations in the Model Law to appoint a different person.
- Category: Substantive
- Stay of Legal Proceedings
- Outcome: The court declined to grant a stay against proceedings for the enforcement of a share charge, finding that it did not concern the debtor's property.
- Category: Procedural
8. Remedies Sought
- Recognition of Foreign Proceeding
- Moratorium against Winding Up
- Stay of Legal Proceedings
- Recognition of Foreign Representative
9. Cause of Actions
- Breach of Contract
- Enforcement of Share Charge
- Enforcement of Guarantee
10. Practice Areas
- Cross-Border Insolvency
- Commercial Litigation
11. Industries
- Manufacturing
- Retail
- Entertainment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Re Zetta Jet Pte Ltd and others (Asia Aviation Holdings Pte Ltd, intervener) | High Court | Yes | [2019] 4 SLR 1343 | Singapore | Cited for the principles regarding determination of a company's Centre of Main Interest (COMI) under the Model Law. |
| Re Zetta Jet Pte Ltd and others | High Court | Yes | [2018] 4 SLR 801 | Singapore | Cited regarding public policy issues in cross-border insolvency. |
| Beluga Chartering GmbH (in liquidation) and others v Beluga Projects (Singapore) Pte Ltd (in liquidation) and another (deugro (Singapore) Pte Ltd, non-party) | Court of Appeal | Yes | [2014] 2 SLR 815 | Singapore | Cited for endorsing the objectives of modified universalism in cross-border insolvency. |
| Fibria Celulose S/A v Pan Ocean Co Ltd and another | English High Court | Yes | [2014] Bus LR 1041 | England and Wales | Cited for the principle that relief granted under Art 21(1) of the Model Law should not exceed what is available in domestic insolvency. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Companies Act (Cap 50) | Singapore |
| Section 354B of the Companies Act (Cap 50) | Singapore |
| Section 259 of the Companies Act | Singapore |
| Section 148 of the Companies Act | Singapore |
| Bankruptcy Code 11 USC (US) § 362 (1978) | United States |
15. Key Terms and Keywords
15.1 Key Terms
- UNCITRAL Model Law
- Cross-Border Insolvency
- Chapter 11
- Foreign Main Proceeding
- Foreign Non-Main Proceeding
- Centre of Main Interest (COMI)
- Foreign Representative
- Moratorium
- Share Charge
15.2 Keywords
- insolvency
- cross-border
- recognition
- chapter 11
- UNCITRAL
- COMI
- Singapore
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Insolvency Law | 95 |
| Recognition of foreign insolvency proceedings | 90 |
| Cross-Border Insolvency | 90 |
| Bankruptcy | 75 |
| Foreign Law | 60 |
| International Law | 60 |
| Company Law | 50 |
| Civil Procedure | 30 |
16. Subjects
- Insolvency
- Company Law
- International Law