QUOINE PTE. LTD. v B2C2 LTD [2020] SGCA(I) 2 (24 February 2020)

QUOINE PTE. LTD. v B2C2 LTD [2020] SGCA(I) 2 (24 February 2020)

Quoine was not contractually entitled to unilaterally cancel the disputed trades because neither the express nor implied terms of the platform agreement permitted it, and the Aberrant Value Clause was not properly incorporated. There was no operative unilateral or common mistake, as B2C2's programmer lacked actual or constructive knowledge of the Counterparties' mistaken beliefs. The contracts were valid and enforceable, barring any claim of unjust enrichment. However, no trust arose over the cryptocurrency in B2C2's account, even assuming cryptocurrency could be property, as the requirements for a trust were not satisfied in this context.

Citation
[2020] SGCA(I) 2
Parties
Appellant: Quoine Pte Ltd; Respondent: B2C2 Ltd
Jurisdiction
Singapore
Judgment Date
24 February 2020
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed in part and allowed in part.
Legal Topics
Breach of Contract, Express Terms, Implied Terms, Mistake of Fact, Unjust Enrichment, Breach of Trust, Certainties in Express Trusts
Contract Restitution Trusts Breach of Contract Express Terms Implied Terms Mistake of Fact Unjust Enrichment +2 more

Case Brief

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Parties

Quoine Pte Ltd

Appellant

B2C2 Ltd

Respondent

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether Quoine was contractually entitled to unilaterally cancel the disputed cryptocurrency trades under the platform terms, whether the contracts were void or voidable for unilateral or common mistake, whether unjust enrichment or breach of trust occurred, and whether cryptocurrency can be the subject of a trust.

Ratio Decidendi

Quoine was not contractually entitled to unilaterally cancel the disputed trades because neither the express nor implied terms of the platform agreement permitted it, and the Aberrant Value Clause was not properly incorporated. There was no operative unilateral or common mistake, as B2C2's programmer lacked actual or constructive knowledge of the Counterparties' mistaken beliefs. The contracts were valid and enforceable, barring any claim of unjust enrichment. However, no trust arose over the cryptocurrency in B2C2's account, even assuming cryptocurrency could be property, as the requirements for a trust were not satisfied in this context.

Court Disposition

Appeal dismissed in part and allowed in part.

Orders

  • Quoine's appeal on breach of contract dismissed; B2C2's claim for breach of contract upheld.
  • Quoine's appeal on breach of trust allowed; B2C2's claim for breach of trust dismissed.