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B2C2 Ltd. v. Quoine Pte. Ltd.

Singapore International Commercial Court
[2019] SGHC(I) 03


Facts

B2C2 Ltd. (plaintiff) was an electronic market maker with a trading algorithm designed to profit off inefficiencies in the cryptocurrency-trading market. B2C2’s owner and programmer, Maxime Boonen, wrote the code for the program in June of 2016. At that time, cryptocurrency was still new, and Boonen inserted “deep prices” into the program to cover the risks to B2C2 from uncertain market conditions and to make sure that the pricing was advantageous enough to B2C2 to make trades completed at those prices worthwhile. Quoine Pte. Ltd. (defendant) operated a currency-trading platform that allowed its users to trade cryptocurrencies. Quoine used a program that received other trading platforms’ market prices to make sure that Quoine’s trades were priced consistently. In April of 2017, Quoine’s program glitched, and Quoine’s prices were no longer consistent with the global market. Following the program glitch, Quoine executed a program that required certain traders to sell their assets, based on Quoine’s belief that the traders did not have sufficient collateral for their trades. On April 19, 2017, B2C2 offered to fill seven orders made on behalf of the traders identified by Quoine at a significantly higher price than what was otherwise available on the global market. B2C2 made a profit of several million dollars on the transaction. The following day, Quoine reversed the seven trades. B2C2 sued Quoine for breach of contract, alleging that reversing the trades violated Quoine’s terms and conditions, which provided that trades are irreversible once orders are filled. Quoine alleged that it was not required to complete the trades on the grounds of mistake. Quoine asserted that the price was so far off from the actual market price that traders meeting in person on the trading floor would not have executed the trades. Quoine said that the computer programs thus executed trades that did not capture the parties’ true intent.

Rule of Law

Issue

Holding and Reasoning (Thorley, IJ)

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