ARRIS SOLUTIONS, INC. & 2 Ors v ASIAN BROADCASTING NETWORK (M) SDN. BHD. [2017] SGHC(I) 1 (8 February 2017)

ARRIS SOLUTIONS, INC. & 2 Ors v ASIAN BROADCASTING NETWORK (M) SDN. BHD. [2017] SGHC(I) 1 (8 February 2017)

The Second and Third Plaintiffs are entitled to judgment as they are the same legal entities as the original contracting parties (Motorola Malaysia and GIC respectively) by virtue of change of name and merger, which do not trigger the assignment clause. The assignment to the First Plaintiff was ineffective as prior...

Source-derived case information.

Citation
[2017] SGHC(I) 1
Parties
Plaintiff: Arris Solutions, Inc.; Plaintiff: Arris Solutions Malaysia Sdn Bhd; Plaintiff: Arris Technology, Inc.; Defendant: Asian Broadcasting Network (M) Sdn Bhd
Jurisdiction
Singapore
Judgment Date
08 February 2017
Procedural Posture
Commercial Suit (summary Judgment Application) / Judgment After Summary Judgment Application and Application for Stay of Proceedings
Outcome
Judgment for Second and Third Plaintiffs; First Plaintiff's claim dismissed; stay of execution granted pending Malaysian scheme of arrangement; costs awarded to Plaintiffs.
Legal Topics
Breach of Contract, Assignment of Contractual Rights, Recognition of Foreign Insolvency Proceedings, Stay of Proceedings, Scheme of Arrangement
Contract Insolvency Breach of Contract Assignment of Contractual Rights Recognition of Foreign Insolvency Proceedings Stay of Proceedings Scheme of Arrangement

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Parties

Arris Solutions, Inc.

Plaintiff

Arris Solutions Malaysia Sdn Bhd

Plaintiff

Arris Technology, Inc.

Plaintiff

Asian Broadcasting Network (M) Sdn Bhd

Defendant

Procedural Posture

Commercial Suit (summary Judgment Application) / Judgment After Summary Judgment Application and Application for Stay of Proceedings

Legal Issues

  1. 1 Whether the plaintiffs are entitled to claim sums due under the contracts with the defendant
  2. 2 Whether assignments and changes of name/merger entitled the plaintiffs to claim
  3. 3 Whether the assignment without prior written consent is effective

Ratio Decidendi

The Second and Third Plaintiffs are entitled to judgment as they are the same legal entities as the original contracting parties (Motorola Malaysia and GIC respectively) by virtue of change of name and merger, which do not trigger the assignment clause. The assignment to the First Plaintiff was ineffective as prior written consent was not obtained, and the assignment clause prohibits assignment without such consent. The court declined to stay proceedings as determining the plaintiffs' creditor status would assist the Malaysian scheme of arrangement, and the parties had submitted to Singapore jurisdiction.

Court Disposition

Judgment for Second and Third Plaintiffs; First Plaintiff's claim dismissed; stay of execution granted pending Malaysian scheme of arrangement; costs awarded to Plaintiffs.

Orders

  • Defendant's application for stay of proceedings refused
  • First Plaintiff's claim dismissed