Approved scheme of arrangement binds dissenting creditors and bars parallel suits on the same underlying claims.

An approved scheme of arrangement binding on the requisite majority also bound dissenting specified creditors, and its release and assignment clauses were treated as part of the collective settlement structure. Claims linked to the payment default and connected broker claims were validly assigned to 63 Moons on the settlement trigger event, with future recoveries to accrue to that assignee. Having accepted benefits under the scheme, the creditors could not treat the same underlying claims as separately enforceable in parallel civil proceedings against consenting brokers. The challenge to the scheme was rejected, and continuation of the parallel proceedings was impermissible in derogation of the approved arrangement.

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Issues: Whether the approved scheme of arrangement, including clauses providing for release and discharge of claims and assignment of specified creditors' claims to 63 Moons, was illegal, opposed to public policy, or incapable of implementation so as to permit the appellants to continue their pending civil proceedings against consenting brokers.

Analysis: The scheme had already been approved by the requisite majority and had been upheld in earlier proceedings. The present challenge was essentially an attempt to re-open issues already decided. The clauses impugned by the appellants operated as part of the overall settlement structure: the specified creditors' claims, including claims arising from the payment default and connected broker claims, stood assigned to 63 Moons on the settlement trigger event, and future recoveries were to enure to that assignee. The appellants were receiving a substantial settlement under the scheme and, as specified creditors, were bound by the arrangement approved in the collective commercial process. The Tribunal held that no extraneous claims were being extinguished and that the appellants could not, after accepting the scheme's benefits, insist on separately pursuing the same underlying claims against brokers.

Conclusion: The challenge to the scheme failed. The appellants had no right to continue the parallel civil proceedings in derogation of the approved scheme, and the objections were rejected.

Ratio Decidendi: A scheme of arrangement approved by the requisite majority and upheld in prior proceedings binds dissenting creditors, and claims covered by the scheme may validly be assigned or released so that parallel proceedings based on the same cause of action cannot be separately maintained by objecting creditors.

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