Re Opti-Medix Ltd: Recognition of Foreign Insolvency Proceedings for Companies Incorporated Outside Jurisdiction
The High Court of Singapore, in Re Opti-Medix Ltd, granted an application by Masaaki Sawano, the Bankruptcy Trustee appointed by the Tokyo District Court of Japan, to recognize the foreign insolvency proceedings for Opti-Medix Limited and Medical Trend Limited, both incorporated in the British Virgin Islands. The court, presided over by Aedit Abdullah JC, considered the location of the companies' primary business operations in Japan and the protection of Singapore creditors in making its decision. The court ultimately recognized the bankruptcy orders of the Tokyo District Court and the appointment of the Applicant as the Bankruptcy Trustee of the Companies.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Recognition of the bankruptcy orders of the Tokyo District Court and of the appointment of the Applicant as the Bankruptcy Trustee of the Companies granted.
1.3 Case Type
Insolvency
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore court recognizes Tokyo District Court's bankruptcy orders for Opti-Medix Ltd, emphasizing the center of main interest (COMI) test.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| MASAAKI SAWANO | Applicant | Individual | Application Granted | Won | Stephanie Yeo Xiu Wen |
| OPTI-MEDIX LIMITED (IN LIQUIDATION) | Respondent | Corporation | Orders Granted | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Aedit Abdullah | Judicial Commissioner | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Stephanie Yeo Xiu Wen | WongPartnership LLP |
4. Facts
- The Companies were incorporated in the British Virgin Islands.
- The Companies' main business was factoring receivables from medical institutions in Japan.
- The factoring was funded by non-recourse notes issued by the Companies.
- The Securities and Surveillance Commission of Japan suspended the issuing of new notes by the Companies in 2015.
- Bankruptcy orders were granted by the Tokyo District Court on 13 November 2015.
- The Applicant was appointed as the Bankruptcy Trustee of the Companies.
- The Companies held balance monies in various Singapore bank accounts.
5. Formal Citations
- Re Opti-Medix Ltd (in liquidation) and another matter, , [2016] SGHC 108
6. Timeline
| Date | Event |
|---|---|
| Bankruptcy orders granted by the Tokyo District Court | |
| Hearing date | |
| Judgment date |
7. Legal Issues
- Recognition of Foreign Insolvency Proceedings
- Outcome: The court granted recognition of the bankruptcy orders of the Tokyo District Court and of the appointment of the Applicant as the Bankruptcy Trustee of the Companies.
- Category: Substantive
- Related Cases:
- [2014] 2 SLR 815
- [1958] 2 MC 81
- Centre of Main Interest (COMI)
- Outcome: The court considered the COMI of the companies to be Japan, which supported the recognition of the Japanese bankruptcy orders.
- Category: Substantive
- Related Cases:
- [2008] 1 WLR 852
8. Remedies Sought
- Recognition of foreign insolvency proceedings
- Appointment of a foreign bankruptcy trustee
9. Cause of Actions
- No cause of actions
10. Practice Areas
- Insolvency Law
- Cross Border Insolvency
11. Industries
- Finance
- Healthcare
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| 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 the principle that a foreign liquidator will be recognised as the representative of the company and their claims will generally be accepted. |
| Re Lee Wah Bank Ltd | N/A | Yes | [1958] 2 MC 81 | Singapore | Cited as an example of Singapore courts recognizing a liquidator appointed by a jurisdiction other than the place of incorporation. |
| Re Russo-Asiatic Bank | N/A | Yes | [1929] HKCU 8 | Hong Kong | Cited in support of the argument that the Singapore court should recognise the appointment of the Applicant-Trustee even though he was not a liquidator appointed in the place of incorporation of the Companies. |
| Re HIH Casualty and General Insurance Ltd | N/A | Yes | [2008] 1 WLR 852 | N/A | Cited for the proposition that the centre of main interest (COMI) test can be a basis for the recognition at common law of foreign insolvency proceedings. |
| Rubin v Eurofinance SA | N/A | Yes | [2013] 1 AC 236 | N/A | Cited for the proposition that the introduction of judge-made law extending the recognition and enforcement of foreign judgments would be only to the detriment of United Kingdom businesses without any corresponding benefit. |
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
- Foreign insolvency proceedings
- Bankruptcy Trustee
- Centre of main interest
- COMI
- Recognition
- Liquidation
15.2 Keywords
- Insolvency
- Cross-border
- Singapore
- Japan
- Recognition
- COMI
16. Subjects
- Insolvency Law
- Cross-Border Insolvency
- Company Law
17. Areas of Law
- Insolvency
- Recognition of Foreign Insolvency Proceedings
- Cross-Border Insolvency