Quoine Pte Ltd v B2C2 Ltd: A Commentary

Abstract

This short commentary reviews the rulings of the majority and minority decisions in Quoine Pte Ltd v B2C2 Ltd [2020] SGCA(I) 02, one of the first decisions in the world to address the issue of whether a cryptocurrency exchange is able to cancel transactions made by trading algorithms, in circumstances which the parties did not dispute were caused by system errors. It argues that the mistake as to the pricing error could be one that goes to a term of the transaction, that the unwillingness of the court to impute the mistake to the party operated on a misconception about machine "autonomy" when these software systems should simply be treated as extensions of their human operators, and that the doctrine of unilateral mistake in equity could apply by characterizing the trading system as one that was programmed to conduct trades opportunistically, analogous to the "snapping-up" cases such as Chwee Kin Keong and others v Digilandmall.com Pte Ltd [2005] 1 SLR(R) 502.

Keywords: cryptocurrencies, contract, unilateral mistake, pricing errors, common law, equity, machine autonomy, snapping up