B2C2 Ltd v Quoine Pte Ltd: Summary Judgment Refused in Breach of Contract & Trust Claim
B2C2 Ltd, an electronic market maker, sued Quoine Pte Ltd, a currency exchange platform, for breach of contract and breach of trust. The dispute arose after Quoine reversed certain ETH/BTC trades made by B2C2 due to a technical glitch. B2C2 sought summary judgment, which the Singapore International Commercial Court, presided over by Simon Thorley IJ, denied, finding that Quoine had raised arguable defenses meriting a trial.
1. Case Overview
1.1 Court
SINGAPORE INTERNATIONAL COMMERCIAL COURT1.2 Outcome
Summary judgment was not granted.
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Summary judgment was refused in a case involving B2C2 Ltd and Quoine Pte Ltd, concerning breach of contract and trust related to virtual currency trades.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| B2C2 Ltd | Plaintiff | Corporation | Summary Judgment Denied | Lost | Danny Ong, Sheila Ng, Daniel Gaw |
| Quoine Pte Ltd | Defendant | Corporation | Summary Judgment Denied | Won | Paul Ong, Marrissa Karuna |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Simon Thorley | International Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Danny Ong | Rajah & Tann Singapore LLP |
| Sheila Ng | Rajah & Tann Singapore LLP |
| Daniel Gaw | Rajah & Tann Singapore LLP |
| Paul Ong | Allen & Gledhill |
| Marrissa Karuna | Allen & Gledhill |
4. Facts
- Plaintiff is an electronic market maker providing liquidity on exchange platforms.
- Defendant operates a currency exchange platform for virtual and fiat currencies.
- Plaintiff and Defendant entered into an agreement with Terms and Conditions.
- A technical glitch caused the ETH/BTC Quoter Program to cease working.
- Plaintiff placed seven orders to sell ETH for BTC at an abnormally high exchange rate.
- The Platform automatically placed Stop Loss orders due to the technical glitch.
- Defendant unilaterally reversed the trades the following day.
5. Formal Citations
- B2C2 Ltd v Quoine Pte Ltd, Suit No 7 of 2017 (Summons No 31 of 2017), [2017] SGHC(I) 11
6. Timeline
| Date | Event |
|---|---|
| Plaintiff opened an account on the Defendant's platform and agreed to the Terms and Conditions. | |
| Defendant uploaded a Risk Disclosure Statement onto its website. | |
| Plaintiff placed 12,617 ETH/BTC orders, 15 of which were filled on that date. | |
| Plaintiff sold 46.8384 ETH for BTC at an exchange rate of 0.03969496 BTC for 1 ETH. | |
| Technical glitch arose on the platform. | |
| Plaintiff placed seven orders for the sale of ETH for BTC at an exchange rate of between 9.99999 and 10 BTC for 1 ETH. | |
| Defendant became aware of the technical glitch and unilaterally reversed the trades. | |
| Plaintiff issued proceedings in the High Court. | |
| Action was transferred to the Singapore International Commercial Court. | |
| Plaintiff issued a Summons under Order 14 of the Rules of Court for summary judgment. | |
| Hearing for summary judgement. | |
| Reasons for refusing relief given in writing. |
7. Legal Issues
- Breach of Contract
- Outcome: The court found that the defendant raised an arguable defense regarding the interpretation of the contract and the incorporation of the Risk Disclosure Statement, precluding summary judgment.
- Category: Substantive
- Sub-Issues:
- Interpretation of contract terms
- Unilateral alteration of contract terms
- Incorporation of terms by reference
- Unilateral Mistake
- Outcome: The court found that the defendant raised an arguable defense of unilateral mistake, warranting a trial to investigate the facts behind the setting of the abnormally high offer price and the plaintiff's knowledge.
- Category: Substantive
- Sub-Issues:
- Fundamental mistake as to a term of the contract
- Actual knowledge of the mistake by the non-mistaken party
- Related Cases:
- [2005] 1 SLR(R) 502
- Breach of Trust
- Outcome: The court found that the breach of trust claim was founded on the same argument on interpretation as the breach of contract claim and added nothing further to the establishment of the necessary prima facie case.
- Category: Substantive
- Summary Judgment
- Outcome: The court determined that the defendant had raised arguable defenses, precluding summary judgment.
- Category: Procedural
- Related Cases:
- [2009] 4 SLR(R) 389
- [2007] SGHC 90
8. Remedies Sought
- Relief for breach of contract
- Relief for breach of trust
9. Cause of Actions
- Breach of Contract
- Breach of Trust
10. Practice Areas
- Commercial Litigation
- FinTech Disputes
- Contract Disputes
11. Industries
- Financial Services
- Technology
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Associated Development Pte Ltd v Loong Sie Kiong Gerald (administrator of the estate of Chow Cho Poon, deceased) and other suits | High Court | Yes | [2009] 4 SLR(R) 389 | Singapore | Cited for the principle that a defendant must establish a fair or reasonable probability of a real or bona fide defence to avoid summary judgment. |
| Lau Hwee Beng and Another v Ong Teck Ghee | High Court | Yes | [2007] SGHC 90 | Singapore | Cited for the principle that a defendant's position must be articulated with sufficient particularity and supported by cogent evidence to avoid summary judgment. |
| Chwee Kin Keong and others v Digilandmall.com Pte Ltd | Court of Appeal | Yes | [2005] 1 SLR(R) 502 | Singapore | Cited for the principles of unilateral mistake at common law, specifically the requirements of a fundamental mistake and actual knowledge by the non-mistaken party. |
| Shogun Finance Ltd v Hudson | House of Lords | Yes | [2004] 1 AC 919 | United Kingdom | Cited for the principle that a party to a contract is bound even though he may have made a mistake in entering into the contract. |
| Hartog v Colin & Shields | King's Bench Division | Yes | [1939] 3 All ER 566 | United Kingdom | Cited for the exception to the general rule that a party to a contract is bound even though he may have made a mistake in entering into the contract, when the offeree knows that the offeror does not intend the terms of the offer to be the natural meaning of the words. |
| The English and Scottish Mercantile Investment Company, Limited v Brunton | Court of Appeal | Yes | [1892] 2 QB 700 | United Kingdom | Cited for the principle that the concept of constructive notice is basically an equitable concept. |
| Alexander and others v Standard Telephones and Cables Ltd. (No.2) | N/A | Yes | [1991] I.R.L.R. 286 | N/A | Cited as an example of a case where a provision in an instrument or document is a declaration of an aspiration or policy falling short of a contractual undertaking. |
| Kaur v MG Rover Group Ltd | Court of Appeal | Yes | [2005] I.R.L.R. 40 | United Kingdom | Cited as an example of a case where a provision in an instrument or document is a declaration of an aspiration or policy falling short of a contractual undertaking. |
13. Applicable Rules
| Rule Name |
|---|
| Order 14 of the Rules of Court |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2014 Rev Ed) | Singapore |
| Unfair Contract Terms Act (Cap 396, 1994 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Virtual currency
- Bitcoin
- Ethereum
- Currency exchange platform
- Market maker
- Limit order
- Stop Loss order
- Technical glitch
- Reversal of trades
- Risk Disclosure Statement
- Aberrant value
- Unilateral mistake
15.2 Keywords
- virtual currency
- bitcoin
- ethereum
- breach of contract
- breach of trust
- summary judgment
- singapore
- fintech
- quoine
- b2c2
16. Subjects
- Contract Law
- FinTech
- Civil Procedure
- Commercial Law
- Virtual Currency
- Breach of Contract
- Trust Law
17. Areas of Law
- Contract Law
- Civil Procedure
- Breach of Contract
- Trust Law
- Commercial Law
- Financial Technology Law