CASE NOTES
credited with 3092.517116 BTC and 309.2518 ETH was debited.8 On the following day, this matter came to the attention of Quoineâs Chief Technology Officer, which resulted in the decision to reverse them. In the following month, B2C2 commenced proceedings against Quoine.9 B. ISSUES B2C2 claimed that Quoine had no contractual entitlement to reverse the trades once they were carried out. In defence, Quoine counter-argued on the basis of express and implied terms of their contract, unjust enrichment, the holding of cryptocurrencies on trust by segregation and unilateral mistake.10 These issues were addressed in the judgment delivered by international judge, Simon Thorley QC set out below. C. JUDGMENT i. Express and Implied terms of the contract On the topic of express and implied terms, Quoine argued that it was entitled to reverse the trades based on an implied term of their contract. However, this was rejected by the SICC as implying such a term contradicts against the express term of their contract, which provided certainty on the irreversibility of filled trades.11 ii. Unjust enrichment Quoine also argued that they were entitled to carry out the reversal of trades on the basis of unjust enrichment. However, the SICC rejected that defence, and agreed with B2C2âs argument, stating that in the circumstance where enrichment is granted pursuant to a valid contract, the doctrine of unjust enrichment should not operate, irrespective of the presence
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8 9 10 11
ibid [4]. ibid [5] â [9]. ibid [133]. ibid [152]-[154].
of an unjust factor. Additionally, the enrichment obtained by B2C2 was a result of Quoineâs failure to protect its platform and its users, especially since the Defendants did not take sufficient steps to ensure that their beliefs were correct. In other words, this was not a scenario where the enrichment received is unjustified, but rather a result of the manner, which the parties decided to trade with one another.12 iii. Unilateral Mistake Among all the issues discussed in the case, the topic of unilateral mistake was identified to be one of the most complex issues addressed in the judgment of the SICC. In a contractual setting, a unilateral mistake occurs when one party misunderstands the terms of a contract and when that misunderstanding leads to a breach of contract. For the contract to be void under the doctrine of unilateral mistake, there must be a presence of actual knowledge. However, in the scenario where there is presence of constructive knowledge, the contract will then be voidable in terms of equity. In an attempt to understand the comprehensive on the law of unilateral mistake, the SICC revisited the case of Chwee Kin Keong v Digilandmall. com Pte Ltd,13 which the defendant had incorrectly listed the price of a printer for sale at $66 instead of $3854 on its website. Following that mistake, several thousand purchase orders were made for that printer. However, the defendant later informed that those orders will would not be met due to the error in price. The courts dismissed the plaintiff âs claim in that case, based on the reasoning that even though parties are bounded to the terms of contract which they entered into, one exception is when either party knows that the other party did not intend for the terms of the offer. 12 13
ibid [252]. [2005] 1 SLR(R) 502.