Conet Inc v MFI Net (S) Pte Ltd: Winding Up Order Based on Unpaid Licensing Fees
In the High Court of Singapore, Judith Prakash J granted a winding-up order against MFI Net (S) Pte Ltd on 15 September 2010, in the case of Conet Inc v MFI Net (S) Pte Ltd. Conet Inc, a Japanese company, sought the order due to MFI Net's failure to pay licensing fees under an exclusive licensing agreement. The court found that MFI Net was unable to pay its debts, as defined under s 254 of the Companies Act, and granted the winding-up order.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Winding up order against M.F.I. Net (S) Pte Ltd granted.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Winding-up order against MFI Net (S) Pte Ltd for failure to pay licensing fees to Conet Inc under an exclusive licensing agreement. The court deemed the company insolvent.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| Conet Inc | Plaintiff | Corporation | Winding up order granted | Won | |
| MFI Net (S) Pte Ltd | Defendant | Corporation | Winding up order granted | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tricia Tay | Rajah & Tann LLP |
4. Facts
- Conet Inc and MFI Net (S) Pte Ltd entered into an exclusive licensing agreement.
- MFI Net (S) Pte Ltd was to pay Conet Inc 20% of any sub-licence fees received.
- NTT-Docomo paid MFI Net (S) Pte Ltd ¥10m under a sub-licence agreement.
- MFI Net (S) Pte Ltd failed to pay Conet Inc ¥2m as per the licensing agreement.
- A winding up statutory demand was served on MFI Net (S) Pte Ltd for ¥2m.
- MFI Net (S) Pte Ltd did not pay the demanded sum within the stipulated 21-day period.
5. Formal Citations
- Conet Inc v MFI Net (S) Pte Ltd, Companies Winding Up No 108 of 2010, [2010] SGHC 272
6. Timeline
| Date | Event |
|---|---|
| MFI Net (S) Pte Ltd incorporated | |
| Exclusive Licensing Agreement entered into between Conet Inc and MFI Net (S) Pte Ltd | |
| Sub-licence agreement entered into between Conet Inc, MFI Net (S) Pte Ltd and NTT-Docomo | |
| NTT-Docomo paid MFI Net (S) Pte Ltd a licence fee of ¥10m | |
| Winding up statutory demand made on MFI Net (S) Pte Ltd by Rajah & Tann LLP on behalf of Conet Inc | |
| Originating summons filed by Conet Inc | |
| Service of originating summons effected on MFI Net (S) Pte Ltd | |
| Winding up order made against M.F.I. Net (S) Pte Ltd | |
| MFI Net (S) Pte Ltd filed an appeal against the decision | |
| Reasons for order set out by Judith Prakash J |
7. Legal Issues
- Insolvency
- Outcome: The court deemed the company to be insolvent under s 254 of the Companies Act.
- Category: Substantive
8. Remedies Sought
- Winding up order
9. Cause of Actions
- Failure to pay debt
- Breach of Contract
10. Practice Areas
- Winding Up
- Commercial Litigation
11. Industries
- Technology
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 |
|---|---|
| Companies Act (Cap 50, 2002 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Winding up
- Exclusive licensing agreement
- Licence fee
- Statutory demand
- Insolvency
15.2 Keywords
- Winding up order
- Insolvency
- Licensing agreement
- Companies Act
- Singapore
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Winding Up | 95 |
| Company Law | 70 |
| Contract Law | 60 |
| Bankruptcy | 50 |
16. Subjects
- Insolvency
- Licensing
- Corporate Law