UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT _____________

No. 22-3305 _____________

VERTIV, INC.; VERTIV CAPITAL, INC.; and GNARITIS, INC., Appellants

v. WAYNE BURT PTE, LTD., and TGS MAHESH _____________ On Appeal from the United States District Court for the District of New Jersey (D.C. Civil No. 3:20-cv-00363) District Judge: Honorable Georgette Castner _____________

Argued: September 6, 2023

Before: CHAGARES, Chief Judge, HARDIMAN and FREEMAN, Circuit Judges.

(Filed: February 1, 2024) Robert T. Szyba [ARGUED] Seyfarth Shaw 620 Eighth Avenue New York, NY 10018 Counsel for Appellants Patrick T. Collins [ARGUED] Skoloff & Wolfe 293 Eisenhower Parkway Suite 390 Livingston, NJ 07039 Counsel for Appellee

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OPINION OF THE COURT ___________ FREEMAN, Circuit Judge.

This case originated as a simple breach-of-contract claim. But then the District Court learned that the defendant company was in liquidation proceedings (analogous to United States bankruptcy proceedings) in Singapore. The District Court was asked to dismiss the action out of principles of international comity, and it did so despite little recent guidance from this Court. We now clarify the standard courts must apply when deciding whether to abstain from adjudicating a case in deference to what is essentially a pending foreign bankruptcy proceeding. We will vacate the order of the District Court and remand to give it the opportunity to apply this new guidance in the first instance.

2 I

Vertiv, Inc., Vertiv Capital, Inc., and Gnaritis, Inc. (together “Vertiv”) are Delaware corporations headquartered in New Jersey. Wayne Burt, PTE Ltd. (“Wayne Burt”) is a Singaporean corporation with a primary place of business in Singapore.

In January 2020, Vertiv sued Wayne Burt and Cetex Petrochemicals LTD (“Cetex”) in the United States District Court for the District of New Jersey. Vertiv alleged that Wayne Burt had defaulted on a loan and now owed Vertiv the full value of the principal and interest due on the loan along with the 46.82% of the total shares of Cetex stock pledged as security. Vertiv sought damages and a declaratory judgment. One of Wayne Burt’s directors promptly acknowledged the debt and informed the District Court that judgment for Vertiv was proper. So just two weeks after docketing the complaint, the District Court signed a consent order granting judgment for Vertiv. The judgment awarded Vertiv $29,290,000 in damages, and it declared that Vertiv owned the shares of Cetex stock that Wayne Burt had pledged as security for the loan. 1

In September 2020, Vertiv filed a second suit against Wayne Burt. It was identical to the first except that, in the place of Cetex, it named Wayne Burt Petro Chemical Private Limited as a defendant along with Wayne Burt. The parties

1 Three weeks later, the District Court granted the parties’ joint request to enter an amended judgment that included more factual detail that the parties needed to enforce the judgment in India.

3 again agreed to a consent judgment, and the District Court entered judgment in Vertiv’s favor in November 2020.

But these cases would not be resolved so easily. In February 2021, Wayne Burt moved to vacate both judgments under Federal Rule of Civil Procedure 60(b). It informed the District Court that it was in liquidation proceedings in Singapore—proceedings that began before Vertiv filed its suits in the District Court. It contended that the officers who purportedly consented to the judgments in the District Court lacked the authority to act on Wayne Burt’s behalf because, under Singapore law, only the