Arris Solutions v Asian Broadcasting Network: Breach of Contract & Cross-Border Insolvency

Arris Solutions, Inc, Arris Solutions Malaysia Sdn Bhd, and Arris Technology, Inc sued Asian Broadcasting Network (M) Sdn Bhd in the Singapore International Commercial Court for sums due under several agreements. The court, presided over by Quentin Loh J, Yasuhei Taniguchi IJ, and Simon Thorley IJ, granted judgment to Arris Solutions Malaysia Sdn Bhd and Arris Technology, Inc, and dismissed the claim of Arris Solutions, Inc. The court also refused the Defendant's application for a stay of proceedings.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Judgment for Second and Third Plaintiffs; First Plaintiff's claim dismissed; Defendant's application for stay of proceedings refused.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Arris Solutions sued Asian Broadcasting Network for breach of contract. The court granted judgment to the Second and Third Plaintiffs and dismissed the First Plaintiff’s claims.

1.7 Decision Date

7 February 2017

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
ARRIS SOLUTIONS, INC	Plaintiff	Corporation	Claim Dismissed	Dismissed	Mak Sushan Melissa of Allen & Gledhill LLP Ramesh Kumar s/o Ramasamy of Allen & Gledhill LLP
ARRIS SOLUTIONS MALAYSIA SDN BHD	Plaintiff	Corporation	Judgment for Plaintiff	Won	Mak Sushan Melissa of Allen & Gledhill LLP Ramesh Kumar s/o Ramasamy of Allen & Gledhill LLP
ARRIS TECHNOLOGY, INC	Plaintiff	Corporation	Judgment for Plaintiff	Won	Mak Sushan Melissa of Allen & Gledhill LLP Ramesh Kumar s/o Ramasamy of Allen & Gledhill LLP
ASIAN BROADCASTING NETWORK (M) SDN BHD	Defendant	Corporation	Application for Stay of Proceedings Refused	Lost	Choy Wing Kin Montague of Clifford Law LLP

3. Judges

Judge Name	Title	Delivered Judgment
Quentin Loh	Judge	No
Yasuhei Taniguchi	International Judge	No
Simon Thorley	International Judge	Yes

4. Counsels

Counsel Name	Organization
Mak Sushan Melissa	Allen & Gledhill LLP
Ramesh Kumar s/o Ramasamy	Allen & Gledhill LLP
Choy Wing Kin Montague	Clifford Law LLP

4. Facts

Defendant entered into agreements with GIC and Motorola Malaysia for equipment and services.
The agreements contained an applicable law clause specifying Singapore law.
The agreements contained an assignment clause requiring prior written consent.
GIC merged with Wireline and changed its name to Arris Technology, Inc (Third Plaintiff).
Motorola Malaysia changed its name to Arris Solutions Malaysia Sdn Bhd (Second Plaintiff).
Debts owed to the Third Plaintiff were assigned to the First Plaintiff without the Defendant's consent.
Defendant sought a stay of proceedings based on a Malaysian scheme of arrangement.

5. Formal Citations

Arris Solutions, Inc and others v Asian Broadcasting Network (M) Sdn Bhd, Suit No 4 of 2016, [2017] SGHC(I) 01

6. Timeline

Date	Event
2011-12-16	Defendant entered into seven agreements with General Instrument Corporation.
2013-03-25	Motorola Malaysia changed its name to GIC Home Sdn Bhd.
2013-04-03	Defendant entered into an agreement with Motorola Malaysia.
2013-04-17	Third Plaintiff was acquired by Arris Group Inc.
2014-01-15	Debts owed by the Defendant to the Third Plaintiff were assigned to the First Plaintiff.
2014-10-17	Defendant was notified of the assignment.
2015-03-17	GIC Home Sdn Bhd changed its name to Arris Solutions Malaysia Sdn Bhd.
2016-02-11	Writ issued in the High Court.
2016-05-04	Defence filed.
2016-06-15	Plaintiffs sought summary judgment.
2016-06-21	Defendant countered with a summons for Further and Better Particulars.
2016-06-29	Action transferred to the Singapore International Commercial Court.
2016-07-15	Plaintiffs directed to file further evidence.
2016-07-29	Affidavit of Eric Klinger-Wilensky filed.
2016-09-19	Resumed hearing.
2016-11-21	Plaintiffs given leave to amend pleadings.
2016-11-23	Mr Tang swore two affidavits in support of an application before the High Court of Malaya at Shah Alam.
2016-11-28	Restraining Order was made by the Malaysian court.
2017-01-06	Defendant served an Amended Defence and attempted to file an Originating Summons.
2017-01-09	Hearing.
2017-01-11	Summons 4 of 2017 filed.
2017-01-09	Court granted judgment to the Second and Third Plaintiffs and dismissed the First Plaintiff’s claims.
2017-02-08	Grounds of Decision delivered.

7. Legal Issues

Breach of Contract
- Outcome: Judgment entered for the Second and Third Plaintiffs, indicating a finding of breach of contract.
- Category: Substantive
Recognition of Foreign Insolvency Proceedings
- Outcome: The court declined to stay the proceedings, indicating a refusal to recognize the Malaysian scheme of arrangement proceedings at this stage.
- Category: Jurisdictional
- Related Cases:
  - [2014] 2 SLR 815
  - [2016] 5 SLR 787
Assignment Clause
- Outcome: The court found that the assignment to the First Plaintiff was not effective against the Defendant due to lack of prior consent.
- Category: Substantive
- Related Cases:
  - [1994] 1 AC 85
  - [2014] SGHC 258

8. Remedies Sought

Monetary Damages

9. Cause of Actions

Breach of Contract

10. Practice Areas

Commercial Litigation

11. Industries

Telecommunications

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
Linden Gardens Trust Ltd v Lenesta Sludge Disposals Ltd	English House of Lords	Yes	[1994] 1 AC 85	England and Wales	Cited for the rule that a contractual prohibition on assignment without prior consent means the assignment is only effective between assignor and assignee, not binding the other contracting party.
Total English Learning Global Pte Ltd v Kids Counsel Pte Ltd	High Court of Singapore	Yes	[2014] SGHC 258	Singapore	Applied the Linden Gardens principle in Singapore.
Beluga Chartering GmbH (In Liquidation) and others v Beluga Projects (Singapore) Pte Ltd (In Liquidation) and another	Court of Appeal	Yes	[2014] 2 SLR 815	Singapore	Discussed whether a stay of execution consequential on a foreign winding up order extends to assets in Singapore.
Re Taisoo Suk	High Court	Yes	[2016] 5 SLR 787	Singapore	Recognized Korean rehabilitation proceedings and granted an interim order staying actions.

13. Applicable Rules

Rule Name
O 92 r 1 of the Rules of Court
O 92 r 4 of the Rules of Court
O 110 of the Rules of Court
O 14 of the Rules of Court

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court (Cap 322, R 5, 2014 Rev Ed)	Singapore
s 253 of the General Corporation Law of the State of Delaware	USA
s 259 of the General Corporation Law of the State of Delaware	USA
s 176(10) of the Malaysia Companies Act 1965	Malaysia
s 210 of the Singapore Companies Act (Cap 50, 2006 Rev Ed)	Singapore
s 18D(a) of the Supreme Court of Judicature Act (Cap 322, 2007 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Assignment Clause
Restraining Order
Scheme of Arrangement
Merger
Governing Law Clause
Summary Judgment

15.2 Keywords

breach of contract
cross-border insolvency
assignment
summary judgment
stay of proceedings

17. Areas of Law

Area Name	Relevance Score
Insolvency Law	80
Contract Law	75
Recognition of foreign solvent liquidation proceedings	65
Bankruptcy	60
Business Litigation	50
Foreign Law	40
International Trade Law	30
International Arbitration Act	20

16. Subjects

Contract Law
Insolvency Law
Commercial Law
Civil Procedure