B2C2 Ltd v Quoine Pte Ltd: Breach of Contract, Mistake, and Breach of Trust in Cryptocurrency Exchange

In B2C2 Ltd v Quoine Pte Ltd, the Singapore International Commercial Court addressed a claim by B2C2 Ltd against Quoine Pte Ltd for breach of contract and breach of trust. The case arose from Quoine's reversal of seven trades on its cryptocurrency exchange platform, where B2C2's trading software executed sales of ETH for BTC at a highly abnormal rate. B2C2 claimed Quoine had no right to unilaterally cancel the trades and that doing so breached their agreement and trust. The court found in favor of B2C2, ruling that Quoine was liable for breach of contract and breach of trust, with damages to be assessed at a later hearing.

1. Case Overview

1.1 Court

SINGAPORE INTERNATIONAL COMMERCIAL COURT

1.2 Outcome

Judgment for Plaintiff; damages to be assessed at a later hearing.

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

B2C2 Ltd sues Quoine Pte Ltd for breach of contract and trust after Quoine reversed trades on its platform. The court found Quoine liable for damages.

1.7 Decision Date

13 March 2019

2. Parties and Outcomes

Party Name	Role	Type	Outcome	Outcome Type	Counsels
Quoine Pte Ltd	Defendant	Corporation	Lost	Lost	Ivan Lim of Allen & Gledhill LLP Marrissa Karuna of Allen & Gledhill LLP Paul Ong of Allen & Gledhill LLP
B2C2 Ltd	Plaintiff	Corporation	Won	Won	Danny Ong of Rajah & Tann Singapore LLP Jason Teo of Rajah & Tann Singapore LLP Sheila Ng of Rajah & Tann Singapore LLP

3. Judges

Judge Name	Title	Delivered Judgment
Simon Thorley	International Judge	Yes

4. Counsels

Counsel Name	Organization
Ivan Lim	Allen & Gledhill LLP
Marrissa Karuna	Allen & Gledhill LLP
Paul Ong	Allen & Gledhill LLP
Danny Ong	Rajah & Tann Singapore LLP
Jason Teo	Rajah & Tann Singapore LLP
Sheila Ng	Rajah & Tann Singapore LLP

4. Facts

Quoine operates a currency exchange platform for virtual currencies.
B2C2 is an electronic market maker providing liquidity on exchange platforms.
On April 19, 2017, seven trades occurred selling ETH for BTC at an abnormal rate.
The trades were executed by B2C2's software due to a series of events.
Quoine reversed the trades the next day, believing the exchange rate was highly abnormal.
B2C2 contends Quoine had no contractual right to unilaterally cancel the trades.
B2C2 claims Quoine holds the proceeds of B2C2’s account on trust for B2C2.

5. Formal Citations

B2C2 Ltd v Quoine Pte Ltd, Suit No 7 of 2017, [2019] SGHC(I) 03

6. Timeline

Date	Event
2015-06-28	B2C2 opened an account on the Platform.
2017-03-22	Quoine uploaded a Risk Disclosure Statement onto the website.
2017-04-13	Quoine made changes to login passwords for critical systems on the Platform.
2017-04-19	Seven trades for the sale by B2C2 of ETH for BTC were effected by the Platform.
2017-04-20	Quoine reversed the seven trades.
2017-05-18	Writ was issued in the Singapore High Court.
2017-05-18	Statement of Claim was served.
2017-06-16	Defence was served.
2017-08-24	Action was transferred to the Singapore International Commercial Court.
2017-12-27	Application for Summary Judgment was dismissed.
2018-02-20	Consent order for bifurcation of trial.
2018-08-28	First report of Mr Atkinson was sworn.
2018-11-05	Mr Kapoor's report in reply was sworn.
2018-11-21	Trial began.
2018-11-22	Mr Boonen gave evidence.
2018-11-23	Mr Lozada gave evidence.
2018-11-26	Mr Atkinson gave evidence.
2018-11-29	Closing submissions were heard.
2019-03-14	Judgment reserved.

7. Legal Issues

Breach of Contract
- Outcome: The court held that Quoine breached the contract by unilaterally reversing the trades.
- Category: Substantive
- Sub-Issues:
  - Unilateral cancellation of trades
  - Interpretation of contract terms
  - Implied terms
  - Express terms
Breach of Trust
- Outcome: The court held that Quoine breached its trust obligations by unilaterally removing Bitcoin from B2C2's account.
- Category: Substantive
- Sub-Issues:
  - Certainty of intention
  - Certainty of subject matter
  - Certainty of objects
Unilateral Mistake
- Outcome: The court held that the contracts were not void or voidable for unilateral mistake.
- Category: Substantive
- Sub-Issues:
  - Mistake as to a term of the contract
  - Actual knowledge of the mistake
  - Constructive knowledge of the mistake
  - Unconscionable conduct
Mutual Mistake
- Outcome: The court held that the contracts were not void for mutual mistake.
- Category: Substantive
- Sub-Issues:
  - Shared assumption
  - Fundamental assumption
  - Wrong assumption
  - Radically different performance
Unjust Enrichment
- Outcome: The court held that Quoine was not entitled to reverse the trades on the basis of unjust enrichment.
- Category: Substantive
- Sub-Issues:
  - Benefit received
  - Benefit at the expense of another
  - Unjust enrichment
Implied Terms
- Outcome: The court held that Quoine was not entitled to reverse the trades on the basis of implied terms of the Agreement.
- Category: Substantive
- Sub-Issues:
  - Business efficacy
  - Officious bystander test
  - Contradiction of express terms
Express Terms
- Outcome: The court held that Quoine was not entitled to reverse the trades on the basis of an express term of the Agreement when read in conjunction with the Risk Disclosure Statement.
- Category: Substantive
- Sub-Issues:
  - Unilateral variation
  - Risk Disclosure Statement
  - Aberrant value clause

8. Remedies Sought

Specific Performance
Damages

9. Cause of Actions

Breach of Contract
Breach of Trust
Unjust Enrichment

10. Practice Areas

Commercial Litigation
Contract Disputes
Trust Litigation
Cryptocurrency Law
FinTech
Technology Law

11. Industries

Financial Services
Technology

12. Cited Cases

Case Name	Court	Affirmed	Citation	Jurisdiction	Significance
B2C2 v Quoine Pte Ltd	Singapore High Court	Yes	[2018] 4 SLR 1	Singapore	Cited for a prior judgment in the same case regarding an application for Summary Judgment.
B2C2 Ltd v Quoine Pte Ltd	Singapore High Court	Yes	[2018] 4 SLR 67	Singapore	Cited for setting out the reasons for steps taken to ensure the maintenance of confidentiality during the trial.
National Provincial Bank v Ainsworth	House of Lords	Yes	[1965] 1 AC 1175	England and Wales	Cited for the classic definition of a property right.
Guy Neale v Nine Squares Pty Ltd	Singapore High Court	Yes	[2015] 1 SLR 1097	Singapore	Cited for the requirement that intended beneficiaries have to be identifiable for the creation of a trust.
Sembcorp Marine Ltd v PPL Holdings Pte Ltd	Singapore Court of Appeal	Yes	[2013] 4 SLR 193	Singapore	Cited for the applicable principles for implying terms into a contract.
Wandsworth London Borough Council v D’Silva	Employment Appeal Tribunal	Yes	[1998] IRLR 193	England and Wales	Cited for the principle that there must be clear language to reserve the power to unilaterally amend a contract.
OCBC Capital Investment Asia Ltd v Wong Hua Choon	Singapore High Court	Yes	[2012] 2 SLR 311	Singapore	Cited for the principle that there must be clear language to reserve the power to unilaterally amend a contract.
Interfoto Picture Library Ltd v Stiletto Visual Programmes Ltd	Court of Appeal	Yes	[1988] 2 WLR 615	England and Wales	Cited for the principle that where a condition is particularly onerous and unusual, the party seeking to enforce it must show that the condition was brought to the notice of the other party.
Chwee Kin Keong and others v Digilandmall.com Pte Ltd	Singapore Court of Appeal	Yes	[2005] 1 SLR(R) 502	Singapore	Cited for a comprehensive consideration of the law in relation to unilateral mistake.
Shogun Finance Ltd v Hudson	House of Lords	Yes	[2004] 1 AC 919	England and Wales	Cited for the principle that there is an exception to the 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.
Hartog v Colin & Shields	King's Bench Division	Yes	[1939] 3 All ER 566	England and Wales	Cited for the principle that a party who is aware of the error made by the other party cannot claim that there is consensus ad idem.
OT Africa Line Ltd v Vickers Plc	Queen's Bench Division	Yes	[1996] 1 Lloyd’s Rep 700	England and Wales	Cited for the principle that there must be a real reason to suppose the existence of a mistake.
The English and Scottish Mercantile Investment Company, Limited v Brunton	Court of Appeal	Yes	[1892] 2 QB 700	England and Wales	Cited for the principle that the concept of constructive notice is basically an equitable concept.
Riverlate Properties Ltd v Paul	Court of Appeal	Yes	[1975] Ch 133	England and Wales	Cited as an illustration of the circumstances under which the court should exercise its equitable jurisdiction.
Redgrave v Hurd	Court of Appeal	Yes	[1881] 20 Ch D 1	England and Wales	Cited as an example of equity intervening in the contractual setting where a contract was rescinded due to innocent misrepresentation.
William Sindall Plc v Cambridgeshire County Council	Court of Appeal	Yes	[1994] 1 WLR 1016	England and Wales	Cited for a suggested way to differentiate the application of the common law rule and equity.
Can-Dive Services v Pacific Coast Energy Corp	British Columbia Court of Appeal	Yes	(2000) 74 BCLR (3d) 30	Canada	Cited for the principle that unconscionability cannot be imputed based on what a reasonable person would have known.
Zurich Insurance (Singapore) Pte Ltd v B-Gold Interior Design & Construction Pte Ltd	Singapore Court of Appeal	Yes	[2008] 3 SLR(R) 1029	Singapore	Cited for the principle that a contract must be read as a whole in the context of the agreement and in the light of the surrounding circumstances when the agreement was made.
Y.E.S. F&B Group Pte Ltd v Soup Restaurant Singapore Pte Ltd	Singapore Court of Appeal	Yes	[2015] 5 SLR 1187	Singapore	Cited for the principle that a contract must be read as a whole in the context of the agreement and in the light of the surrounding circumstances when the agreement was made.
Chwee Kin Keong and others v Digilandmall.com Pte Ltd	Singapore High Court	Yes	[2004] 2 SLR(R) 594	Singapore	Cited for the observation that mistakes will inevitably occur in the course of electronic transmissions.
Warner-Lambert Co Ltd v Generics (UK) Ltd	UK Supreme Court	Yes	[2018] UKSC 56	United Kingdom	Cited for the observation that the court is well versed in identifying the governing mind of a corporation and, when the need arises, will no doubt be able to do the same for robots.
Olivine Capital Pte Ltd v Chia Chin Yan	Singapore Court of Appeal	Yes	[2014] 2 SLR 1371	Singapore	Cited for the requirements that have to be met for mutual mistake.
Triple Seven MSN 27251 Ltd v Azman Air Services Ltd	England and Wales High Court	Yes	[2018] EWHC 1348	England and Wales	Cited for the requirements that have to be met for mutual mistake.
Singapore Swimming Club v Koh Sin Chong Freddie	Singapore Court of Appeal	Yes	[2016] 3 SLR 845	Singapore	Cited for the three elements to the claim of unjust enrichment.
Wee Chiaw Sek Anna v Ng Li-Ann Genevieve (sole executrix of the estate of Ng Hock Seng, deceased)	Singapore Court of Appeal	Yes	[2013] 3 SLR 801	Singapore	Cited for the principle that there is no freestanding claim in unjust enrichment on the abstract basis that it is unjust for the defendant to retain the benefit.
Kleinwort Benson Ltd v Lincoln City Council	House of Lords	Yes	[1999] 2 AC 349	England and Wales	Cited for the principle that the payee of money cannot be said to have been unjustly enriched if he was entitled to receive the sum paid to him.
Barclays Bank Ltd v W.J. Simms Son & Cooke (Southern) Ltd	Queen's Bench Division	Yes	[1980] QB 677	England and Wales	Cited for the principle that to the extent that a payment made under a mistake discharges a contractual debt of the payee, it cannot be recovered, unless the mistake is such as to avoid the contract.
Fairfield Sentry Ltd (in Liquidation) v Migani	Privy Council	Yes	[2014] UKPC 9	United Kingdom	Cited for the basic principle that the payee of money cannot be said to have been unjustly enriched if he was entitled to receive the sum paid to him.
Lee Chee Wei v Tan Hor Peow Victor and others	Singapore High Court	Yes	[2007] 3 SLR(R) 537	Singapore	Cited for the primary considerations for specific performance.
Lim Beng Cheng v Lim Ngee Sing	Singapore High Court	Yes	[2016] 1 SLR 524	Singapore	Cited for the primary considerations for specific performance.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute Name	Jurisdiction
Rules of Court	Singapore
Unfair Contract Terms Act (Cap 396, 1994 Rev Ed)	Singapore

15. Key Terms and Keywords

15.1 Key Terms

Virtual Currency
Cryptocurrency
Bitcoin
Ethereum
Exchange Platform
Market Maker
Algorithmic Trading
Limit Order
Market Order
Margin Trading
Margin Call
Force-Closure
Quoter Program
Deep Prices

15.2 Keywords

cryptocurrency
contract
trust
breach
mistake
exchange
bitcoin
ethereum
algorithmic trading

17. Areas of Law

Area Name	Relevance Score
Breach of Contract	90
Contract Law	80
Mistake	70
Trust Law	60
Algorithmic Trading	50
Cryptocurrency Law	40
Arbitration	30
Company Law	20

16. Subjects

Contract Law
Trust Law
Financial Technology
Cryptocurrency
Commercial Dispute