Massachusetts Elephant & Castle Group, Inc.

Massachusetts Elephant & Castle Group, Inc. was incorporated in Massachusetts and was the lead debtor in the Chapter 11 proceeding commenced by the Elephant & Castle group of entities. Three of the debtors in the Chapter 11 filing were incorporated in Canada. Two of the Canadian debtors had their registered head offices in Toronto and one of the Canadian debtors had its registered head office in Halifax. The Canadian Court considered whether there was sufficient evidence to rebut the presumption that the Canadian debtors’ COMI was the location of the debtors’ registered head office. The court reviewed the factors considered by previous cases with respect to a debtor’s COMI and concluded that no factor was necessarily determinative; rather, the factors provided guidance in determining a debtor’s COMI in each case. However, the court noted that the location of the debtor’s headquarters, the location of its management and the location recognized by its creditors as the centre of its operations will be significant factors in most cases. In this case, the headquarters and management of all of the debtors, including the Canadian debtors, wasin Boston, Massachusetts. The Canadian Court also took into account the fact that a significant Canadian creditor of the U.S. Chapter 11 debtor did not oppose the relief sought. Based on this, the Canadian court concluded that the COMI of all of the debtors, including the Canadian debtors, was in the United States.