QUOINE PTE. LTD. & 2 Ors

Facts

Quoine Pte Ltd, incorporated in Singapore on 15 May 2014, operated the Liquid.com cryptocurrency exchange and was part of the FTX group. In November 2022 FTX and around a hundred affiliates, including Quoine, filed for Chapter 11 relief in the United States Bankruptcy Court for the District of Delaware after a collapse that the court described, as widely reported, as the result of severe failures of management and internal controls. New management took over, and on 8 October 2024 the Bankruptcy Court confirmed a plan that substantively consolidated the debtors' assets and liabilities into a single wind-down trust for pro rata sharing.

The plan allowed the debtors to exclude Quoine from the consolidated pool unless, within 180 days of confirmation, the Singapore International Commercial Court recognised Quoine's Chapter 11 case and gave full force and effect to the confirmation order, a digital assets estimation order and the claims bar date. Exclusion would leave Quoine's creditors to a projected much lower recovery in a separate liquidation. Quoine and two foreign representatives appointed on 13 November 2024 applied in Originating Application No 23 of 2024 for recognition of the case as a foreign main or non-main proceeding, recognition of the plan-specified orders, and recognition of a range of early administrative and cash management orders. The application was unopposed, and the court made its order on 12 February 2025.

Issues

1. Whether Quoine's Chapter 11 case should be recognised as a foreign main proceeding despite the presumption that its centre of main interests (COMI) was at its Singapore registered office.
2. Whether events after the Chapter 11 filing could be taken into account in locating Quoine's COMI.
3. What relief was appropriate under the chapeau of Art 21(1) of the Model Law, and whether all the requested US orders should be recognised.

Holding

The court allowed the application in part. It recognised Quoine's Chapter 11 case as a foreign main proceeding, gave full force and effect in Singapore to the orders the plan required together with an order on disclosure procedures and two orders on email notice to creditors, and declined to recognise nine early administrative and cash management orders that the plan did not require.

Reasoning

Recognition itself was not in doubt: the Chapter 11 case was a collective insolvency proceeding under court supervision and the applicants were foreign representatives. The real question was the COMI. Drawing on observations in British Steamship Protection and Indemnity Association Ltd and another v Thresh, Charles and another [2024] 2 SLR 317, the court took into account objectively observable steps taken in good faith after the filing. Quoine's business had stopped, its cash was moved to US accounts and its digital assets to a US custodian, its board was replaced by US directors, and its restructuring was openly administered in Delaware with creditors following the case through a claims agent's website. What remained in Singapore was a shell, and creditors everywhere knew the restructuring was in the US. The shift was not an attempt to game the system, so the presumption was displaced.

On relief, the court followed the approach that the chapeau of Art 21(1) allows any appropriate relief, interpreted liberally and in a spirit of comity. But such relief must rest on a demonstrated need. The early administrative and cash management orders had smoothed the start of the US cases but were not needed to give effect to the confirmed and effective plan, and recognising the plan was enough to bind Singapore creditors. Two notice orders were recognised because they supported procedural fairness and had been used to notify creditors of this application.

From the judgment