Case Update: B2C2 Ltd v Quoine Pte Ltd [2019] SGHC(I) 3 – SICC decides on cryptocurrency trade dispute

SICC decision in B2C2 v Quoine is groundbreaking. A few comments:

1. Cryptocurrency is deemed akin to property which can be held on trust. Significance: crypto assets will be ringfenced if trustee becomes insolvent.

2. Cryptocurrency exchange platform (or any other type of digital exchange) must expressly contract for the right to reverse trades in certain scenarios.

3. In determining the application of the legal doctrine of unilateral and common mistake, the court considered the knowledge and intent of the programmer of the trading algorithm—whether the algo was intended to be opportunistic of mistakes. Strangely, it’s possible that if a human was the one who executed the same trades, the doctrine may apply to deny the plaintiff’s claim.

4. Significance: legal doctrine is being bent by algorithm and technology. This decision may pave the approach for application of doctrine to scenarios of automated technology replacing human actors.

5. Remedy in this case was not return of the cryptocurrency because of the substantial value increase since the events. Instead damages were to be assessed. This may matter if the defendant is cash light.

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Case Update: Malayan Banking Bhd v Barclays Bank PLC [2019] SGHC(I) 04 – SICC holds implied contract for inter-bank payment based on SWIFT

Significance: The Singapore International Commercial Court (SICC), coram Jeremy Lionel Cooke IJ, held that Barclays Bank entered into an implied contract with Maybank to make the payment according to the payment instruction sent prior and was not entitled to subsequently refuse payment on alleged suspicion of fraudulent circumstances of the payment. The SICC also held that Barclays failed to prove a market practice which could be implied by custom or usage as a term of the implied contract.

Comment: It is rare for an implied contract to be found. And for legal principles to be clarified in application to the inter-bank SWIFT system.

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Case Update: Ricardo Leiman v Noble Resources [2018] SGHC 166 – Contractual Discretion and Legal Doctrine of Penalties

Significance: Singapore High Court held that contractual discretion in employment contract is subject to an implied term that the discretion is exercised rationally, not arbitrarily or capriciously, in good faith, and consistent with its contractual purpose. Further, the Court applied the new UK Supreme Court test for penalty clauses in Cavendish Square Holding BV v Makdessi [2016] AC 1172 (UKSC) (“Cavendish“), observing that the clause in question is not a straightforward damages clause, hence the usefulness in applying the Cavendish test.

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Case Update: ACTAtek, Inc v Tembusu Growth Fund Ltd: SGCA holds wrongful call of event of default as anticipatory repudiatory breach of contract

ACTAtek, Inc and another v Tembusu Growth Fund Ltd [2016] SGCA 50 PDF

This case concerned a venture capital fund, Tembusu Growth Fund Ltd (“Tembusu“), suing an investee company ACTAtek Inc., which is part of a group of companies providing identification management solution, under the tort of misrepresentation in relation to two convertible loan agreements and its plan to list on the New Zealand stock exchange. The Singapore Court of Appeal reversed the High Court’s decision below, holding that the venture capital fund was in anticipatory repudiatory breach of the contract by wrongly calling events of default such that the investee company’s plan to list on the NZ stock exchange was derailed. The Court considered the interesting point of law being “what are the legal consequences that flow if an event of default is found to have been wrongly declared and damages are suffered as a result?” ([at [2]). The decision also traversed other issues of law including misrepresentation and the application of Sembcorp Marine Ltd v PPL Holdings Pte Ltd [2013] 4 SLR 193 principles regarding implied terms in contract.

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Case Update: Hewlett-Packard Singapore (Sales) Pte Ltd v Chin Shu Hwa Corinna [2016] SGCA 19 – construction of contract and contra proferentem

Hewlett-Packard Singapore (Sales) Pte Ltd v Chin Shu Hwa Corinna [2016] SGCA 19

Significance: Singapore Court of Appeal grants appeal to Hewlett-Packard who argued that a new commission remuneration metric was not ambiguous and that the scenario in question did not fall within the said metric entitling its ex-employee a substantially higher commission payment. Court clarifies and explains the principles on contra preferentem, among other things.

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Case Update: Alvin Nicholas Nathan v Raffles Assets (Singapore) Pte Ltd [2016] SGCA 18 – damages for premature termination of lease agreement

Significance: Singapore Court of Appeal clarifies the legal and conceptual basis for awarding and quantifying damages pursuant to a breach of a lease agreement. Court held that claims for expectation and reliance losses as damages for breach of contract are mutually exclusive.

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