B2C2 LTD v QUOINE PTE. LTD.

"In my judgment, it would be inconsistent with an order that O 110 r 46 should apply post-transfer for any significant weight to be attached to Appendix G, if, by this, is meant that a figure which, absent reference to Appendix G, is considered to be (commercially) reasonable would be increased or decreased by reference to Appendix G." — Per Simon Thorley IJ, Para 17

Case Information

• Citation: [2019] SGHC(I) 12 (the extraction also states [2019] SGHCI 12) (Para 0)
• Court: Singapore International Commercial Court of the Republic of Singapore (Para 0)
• Date: 29 August 2019; judgment reserved and later dated 12 September 2019 in the heading extract (Para 0)
• Coram: Simon Thorley IJ (Para 0)
• Case Numbers: Suit No 7 of 2017; Summons 44 of 2019 (Para 0)
• Counsel for the Plaintiff: Danny Ong, Sheila Ng and Jason Teo (Rajah & Tann Singapore LLP) (Para 43)
• Counsel for the Defendant: Stanley Lai SC, Ivan Lim and Marrissa Karuna (Allen & Gledhill LLP) (Para 43)
• Area of Law: Civil Procedure; Costs; Interim payments; transferred SICC proceedings; limitation of liability; protection of sums pending appeal (Paras 4, 7, 32)
• Judgment Length: The extraction does not provide a page count or word count, so this is not answerable from the material provided.

Summary

This judgment addressed a post-liability phase in the long-running B2C2 v Quoine litigation, after the court had already delivered the Main Judgment on 14 March 2019. The court explained that the action had succeeded in breach of contract and breach of trust, but that specific performance had been refused for the reasons given earlier. The present judgment then dealt with the costs regime applicable in a transferred SICC case, the limitation of liability issue, interim payment, protection for sums ordered to be paid, the possible election between damages at common law or in equity, and whether the assessment should be stayed pending appeal. (Paras 1, 4, 5)

The central costs holding was that where the parties had agreed that Order 110 rule 46 would apply after transfer, Appendix G should not be given material weight in assessing costs. The judge reasoned that the SICC costs regime is intended to be simpler and more commercial than the ordinary High Court regime, and that the focus should be on reasonable costs and proportionality rather than on mechanically importing Appendix G. The court therefore awarded the Plaintiff its costs and disbursements, while rejecting the Defendant’s attempt to give Appendix G continuing significance. (Paras 7, 10, 12, 14, 15, 17, 24)

On interim payment, the court accepted that the Plaintiff had established a basis for an award and fixed the amount at US$4 million, rather than the US$4,186,047.26 sought. But the court was concerned about protection: because the Defendant had appealed, and because the Plaintiff was a foreign corporation with no assets in Singapore, the judge ordered that the interim award and the costs sums be paid into court by 30 September 2019. The court also stayed further proceedings in the assessment pending the appeal or further order. (Paras 29, 32, 35, 38, 40, 41, 42)

What Were the Issues the Court Had to Decide After the Main Judgment?

The court began by identifying, in a structured way, the matters that remained for determination after liability had already been decided. Those issues were set out in the Registry’s letter of 2 July 2019 and repeated in the judgment: costs; the limitation of liability issue; whether there should be an interim payment and, if so, in what sum; what protection should be given to the Defendant in respect of any sums ordered to be paid by way of costs and/or interim payment; whether there should be any election between damages at common law or in equity; and whether the assessment should be stayed pending the appeal. That framing is important because it shows the court was not revisiting liability, but managing the consequences of the earlier judgment. (Para 4)

"The issues which arose for consideration were set out in paragraph 7 of a letter from the Registry to the parties dated 2 July 2019: (a) The question of costs. (b) The limitation of liability issue. (c) The question of whether there should be an interim payment and, if so, in what sum. (d) The question of what protection, if any, should be given to the Defendant in respect of any sums ordered to be paid by way of costs and/or interim payment of damages. (e) The question of any election between damages at common law or in equity. (f) Whether there should there be a stay of the assessment of damages once the question of an interim payment has been decided pending the outcome of the appeal to the Court of Appeal?" — Per Simon Thorley IJ, Para 4

The judgment also made clear that the earlier Main Judgment had already resolved the core merits. The Plaintiff had succeeded in breach of contract and breach of trust, but had not obtained specific performance. The present judgment therefore had to work through the downstream procedural and remedial consequences of that liability finding, including how much should be paid now, how costs should be assessed, and how the parties should be protected while the appeal was pending. (Paras 1, 3, 4)

That procedural posture matters because it explains why the court’s reasoning repeatedly returned to the relationship between the transferred High Court case and the SICC regime. The parties had agreed that Order 110 rule 46 would apply post-transfer, and the judge treated that agreement as central to the costs analysis. The same posture also explains why the court was concerned with interim payment and security: the Plaintiff had already established liability, but the Defendant’s appeal meant the court had to balance immediate payment against the risk of reversal. (Paras 1, 4, 7, 17, 32, 38, 41)

How Did the Court Approach Costs in a Transferred SICC Case?

The costs dispute turned on whether Appendix G should continue to influence the assessment after the parties had agreed that Order 110 rule 46 would apply post-transfer. The Defendant argued that, even though the SICC costs rule applied, Appendix G remained relevant because there had been no express agreement to disregard it. The Plaintiff resisted that approach and relied on the SICC’s own costs framework, which focuses on reasonable costs and proportionality rather than on the ordinary High Court tariff. The judge accepted the Plaintiff’s approach. (Paras 7, 10, 12, 15, 17)

"The Defendant, however, submitted that, although the parties had agreed that O 110 r 46 rather than O 59 should apply post-transfer, since there had been no express agreement by the parties additionally to disregard Appendix G, it should continue to be relevant post-transfer and that due weight should therefore be accorded to Appendix G in a transfer case." — Per Simon Thorley IJ, Para 15

The court’s reasoning was anchored in the structure and purpose of the SICC regime. The judge referred to the observation in CPIT Investments Ltd v Qilin World Capital Ltd and another that Order 110 rule 46 was intended to introduce a simpler regime than Order 59. The court also referred to the policy statement in Maryani Sadeli v Arjun Permanand Samtani and another and other appeals that full recovery of legal costs is the exception rather than the norm. From those premises, the judge concluded that the SICC regime should not be diluted by giving Appendix G material weight where the parties had chosen the SICC rule. (Paras 10, 12, 14, 17)

"As Vivian Ramsey IJ observed in CPIT Investments Ltd v Qilin World Capital Ltd and another [2018] 4 SLR 38 (“CPIT”) at [15], it is clear from the above that the provisions of O 110 r 46 were intended to introduce a simpler regime to that applicable in O 59." — Per Simon Thorley IJ, Para 12

The judge then stated the practical consequence in direct terms: if Order 110 rule 46 was to apply post-transfer, Appendix G should not be given significant weight in the sense of increasing or decreasing a commercially reasonable figure. The court also observed that the concept of proportionality has a place in both regimes, but the SICC regime is designed to focus attention on the SICC Practice Directions rather than on Appendix G. The result was an award of costs and disbursements to the Plaintiff, with the detailed sums set out in the judgment. (Paras 14, 17, 24)

"The concept of proportionality has a place in both – the costs incurred should not be disproportionate with the value of the claim." — Per Simon Thorley IJ, Para 14

"I consider that an order that the provisions of O 110 r 46 will apply post-transfer serves (save in a special case) to focus attention on the guidelines in para 152 of the SICC Practice Directions and not on Appendix G." — Per Simon Thorley IJ, Para 17

The court’s conclusion on costs was not merely theoretical. It translated into an actual order that the Defendant pay the Plaintiff costs and disbursements. The judgment does not reproduce the entire arithmetic in the extraction, but it does make clear that the court treated the Plaintiff as the successful party and awarded costs accordingly. The court then linked that costs order to the protective mechanism later adopted for both costs and interim payment, namely payment into court. (Paras 23, 24, 41)

"Accordingly, I order that the Defendant do pay to the Plaintiff by way of costs and disbursements the sums set out above." — Per Simon Thorley IJ, Para 24

Why Did the Court Reject Material Reliance on Appendix G?

The judge’s rejection of material reliance on Appendix G was not a rejection of proportionality or reasonableness. Rather, it was a rejection of the Defendant’s attempt to import the ordinary High Court costs framework into a case where the parties had agreed to the SICC regime after transfer. The court considered that the agreement to apply Order 110 rule 46 post-transfer would be undermined if Appendix G were allowed to drive the result in any significant way. (Paras 15, 17)

The court’s reasoning proceeded in steps. First, it identified the governing rule as Order 110 rule 46, which speaks in terms of “reasonable costs.” Second, it noted that the SICC regime was intended to be simpler than Order 59. Third, it observed that proportionality is relevant in both regimes, but that the SICC framework directs attention to the SICC Practice Directions. Fourth, it concluded that Appendix G should not be used to adjust a figure that is already commercially reasonable. That chain of reasoning led to the conclusion that Appendix G was not to be given significant weight. (Paras 7, 10, 12, 14, 17)

"successful litigants before the SICC can expect to receive reasonable compensation for the expenditure that they have properly incurred." — Per Simon Thorley IJ, Para 14

The court also referred to other authorities to situate the issue. It mentioned Teras Offshore Pte Ltd v Teras Cargo Transport (America) LLC as a case where reference had been made to Appendix G, but the judge did not treat that as establishing a general rule that Appendix G governs SICC costs. Instead, the judge treated the case as part of the broader discussion of how SICC costs should be approached. The practical result was that the Plaintiff succeeded on costs, and the Defendant’s attempt to preserve Appendix G as a meaningful benchmark failed. (Paras 16, 17, 24)

How Did the Court Deal with the Interim Payment Application?

The interim payment application was a major part of the judgment. The Plaintiff sought US$4,186,047.26, which the court described as being made up of the alleged minimum capital value of the Bitcoin wrongfully removed from the Plaintiff’s account, calculated by reference to the average of the high and low prices of BTC and Ethereum on 20 April 2017, together with interest. The Defendant disputed the basis of the calculation and argued for a different price methodology. The court ultimately fixed the interim award at US$4 million. (Paras 29, 40)

"On 25 June 2019, however, the Plaintiff issued a Summons for Interim Payment in SIC/SUM 44/2019, in the sum of US$4,186,047.26." — Per Simon Thorley IJ, Para 29

"The Plaintiff’s figure of US$4,186,047.26 was made up of the alleged minimum capital value of the Bitcoin (“BTC”) wrongfully removed from the Plaintiff’s account based on the average of the high and low prices of BTC and Ethereum (“ETC”) on 20 April 2017, together with interest." — Per Simon Thorley IJ, Para 40

The court referred to Order 29 rule 11(1), which empowers the court, where judgment for damages has been obtained, to order an interim payment of such amount as it thinks just, subject to the statutory ceiling that it not exceed a reasonable proportion of the damages likely to be recovered. The judge also referred to Main-Line Corporate Holdings Ltd v United Overseas Bank as the leading authority on interim payment principles. The parties’ submissions were then tested against the facts: the Plaintiff said it was not necessary to show need or prejudice, though it said those factors were present; the Defendant said hardship, need, or prejudice was the usual basis and none existed here. (Paras 32, 33, 34)

"11.–– (1) If, on the hearing of an application under Rule 10 in an action for damages, the Court is satisfied – … (b) that the plaintiff has obtained judgment against the defendant for damages to be assessed; … the Court may, if it thinks fit …. order the defendant to make an interim payment of such amount as it thinks just, not exceeding a reasonable proportion of the damages which in the opinion of the Court are likely to be recovered by the plaintiff …" — Per Simon Thorley IJ, Para 32

The judge accepted that the Plaintiff was not required to prove need as a legal prerequisite, but he still considered the practical balance of factors. He noted the complexity of the factual investigation, the length and difficulty of the trial, and the fact that the Plaintiff had been kept out of its money. He also considered the Defendant’s position, including the evidence that payment would have a severe impact on its business. The court then balanced those considerations against the need to protect the Defendant if the appeal succeeded or if the limitation of liability issue was resolved in its favour. (Paras 19, 35, 38)

"The factual investigation into the relevant computer programs was technically complex and was rendered more difficult owing to the confidential nature of the Plaintiff’s trading software." — Per Simon Thorley IJ, Para 19

"The Defendant asserted that the usual basis on which an interim award was made was on the basis of hardship, need or prejudice and that no such factor arose in this case." — Per Simon Thorley IJ, Para 34

The court’s conclusion was that an interim award was justified, but that the amount should be set at US$4 million rather than the exact figure sought. The judge expressly stated, “I set the figure at US$4m.” That was the substantive quantum decision on the interim payment application. The court then moved immediately to the question of protection, which it treated as inseparable from the interim award in the circumstances of the case. (Paras 40, 41)

"I set the figure at US$4m." — Per Simon Thorley IJ, Para 40

What Protection Did the Court Require for the Interim Award and Costs?

The protection issue was central because the Defendant had appealed and the court had to decide how to preserve the position if the appeal succeeded. The judge considered whether a mere undertaking to repay would suffice. He concluded that it would not. The court was influenced by the fact that the Plaintiff was a foreign corporation with no assets in Singapore, while the Defendant could not itself pay the sum sought without support from its directors and parent company. Those facts made the risk of non-recovery real enough to justify payment into court. (Paras 35, 38, 41)

"Christopher Drake, the Senior Legal Counsel of the Defendant, accepts at para 17 of his affidavit that the Defendant is not itself in a position to pay the sum sought by way of an interim award and that payment would have a severe impact on the Defendant’s business." — Per Simon Thorley IJ, Para 35

"The Plaintiff is a company registered in England and Wales and is therefore a foreign corporation. It has no assets in Singapore." — Per Simon Thorley IJ, Para 35

The judge’s reasoning on protection was explicit. He said that unless the Plaintiff could be guaranteed that any final award would be paid by the Defendant’s directors or parent company, the balance of factors favoured making an interim award only if the Defendant could be protected so as to ensure repayment if the appeal succeeded or the limitation of liability issue was decided in the Defendant’s favour. He then concluded that a mere undertaking to repay was inadequate. The “best way to hold the ring” was payment into court of both the interim award and the costs sums. (Paras 38, 41)

"In my judgment, unless the Plaintiff can be guaranteed that any sums awarded on the final assessment will be paid by its directors and/or parent company, the balance of these factors is in favour of making an interim award provided that the Defendant can be protected so as to ensure repayment if the appeal succeeds or the limitation of liability issue is decided in its favour." — Per Simon Thorley IJ, Para 38

"All these factors together do not satisfy me that a mere undertaking to repay is adequate." — Per Simon Thorley IJ, Para 41

The practical order was therefore that the US$4 million interim award, together with the costs ordered to be paid, should be paid into court on or before 30 September 2019. This was not a mere procedural nicety; it was the mechanism by which the court balanced the Plaintiff’s entitlement to immediate relief against the Defendant’s appellate rights and the possibility of reversal. (Paras 41, 42)

"In these circumstances, the best way to hold the ring between the parties was for an order that the sum of US$4m by way of an interim award of damages/compensation together with the sums ordered to be paid by way of costs should be paid into court on or before 30 September 2019." — Per Simon Thorley IJ, Para 41

How Did the Court Deal with the Stay Pending Appeal?

Once the court had ordered payment into court, it addressed the future of the assessment proceedings. The judge held that all further proceedings in the assessment would be stayed once the money was paid into court, pending judgment on the appeal or further order in the meantime. This was a logical extension of the protective order: if the money was secured in court, there was no need to continue with the assessment until the appellate position became clear. (Paras 41, 42)

"All further proceedings in the assessment will therefore be stayed once the money is paid into court pending judgment on the appeal or further order in the meantime." — Per Simon Thorley IJ, Para 42

The stay also reflects the court’s broader case-management approach. The judgment was not simply about fixing a sum; it was about sequencing the next steps in a complex commercial dispute involving appeal risk, valuation issues, and the possibility that the limitation of liability issue could alter the ultimate recovery. By staying the assessment, the court avoided unnecessary expenditure of time and costs while preserving the Plaintiff’s position through the interim award and the payment-into-court mechanism. (Paras 4, 38, 41, 42)

That approach is consistent with the court’s treatment of the interim payment as provisional rather than final. The judge expressly contemplated that the appeal might succeed or that the limitation issue might be decided in the Defendant’s favour. The stay therefore functioned as part of a broader judicial effort to “hold the ring” between the parties until the appellate process had run its course. (Paras 38, 41, 42)

What Did the Court Say About the Factual and Evidential Context?

The court’s factual discussion was important because it explained why the litigation was technically difficult and why the interim payment and costs issues were not routine. The judge noted that the factual investigation into the relevant computer programs was technically complex and made more difficult by the confidential nature of the Plaintiff’s trading software. Because the parties were competitors as market makers on the Defendant’s trading platform, independent experts had to be instructed, and it was most convenient for that work to be done in Lisbon. Those facts help explain the scale and complexity of the proceedings. (Para 19)

"Since the Plaintiff and Defendant were in competition as market makers on the Defendant’s trading platform, it was necessary for independent experts to be instructed to report on the software and it was most convenient for this to be done in Lisbon." — Per Simon Thorley IJ, Para 19

The court also considered the parties’ financial positions and the practical consequences of payment. The Defendant’s senior legal counsel accepted that the Defendant was not itself in a position to pay the interim sum and that payment would have a severe impact on its business. On the other side, the Plaintiff was a foreign corporation with no assets in Singapore. Those facts were not treated as determinative in isolation, but they were highly relevant to the court’s decision to require payment into court rather than direct payment to the Plaintiff. (Para 35)

The evidential context also fed into the quantum decision. The Plaintiff’s interim payment figure was based on the alleged minimum capital value of the Bitcoin wrongfully removed from its account, using a price methodology tied to 20 April 2017 and including interest. The Defendant proposed a different valuation methodology, arguing for the lowest BTC price against the highest ETH price. The court did not accept the Defendant’s approach as the basis for the interim award and instead fixed the figure at US$4 million. (Para 40)

"The Defendant contended that the price should be calculated using the lowest price of BTC as against the highest price of ETH." — Per Simon Thorley IJ, Para 40

What Was the Court’s Approach to the Limitation of Liability Issue and the Election Between Damages at Common Law or in Equity?

The extraction identifies the limitation of liability issue and the question of any election between damages at common law or in equity as issues before the court, but it does not provide a full substantive analysis of those questions. What can safely be said is that the court treated them as live matters affecting the interim payment and protection analysis, because the judge expressly referred to the possibility that the limitation of liability issue might be decided in the Defendant’s favour. That possibility was one reason the court required payment into court. (Paras 4, 38, 41)

The judgment also indicates that the Plaintiff had succeeded in breach of contract and breach of trust in the Main Judgment, but had not obtained specific performance. That background suggests that the remedial landscape included both legal and equitable dimensions, which is why the Registry’s list included the question of election between damages at common law or in equity. However, the extraction does not provide enough detail to reconstruct the court’s full reasoning on that issue, so it should not be elaborated beyond what is stated. (Paras 1, 4)

What is clear is that the limitation issue was not treated as academic. The judge expressly built it into the protective order, stating that the Defendant should be protected so as to ensure repayment if the appeal succeeded or the limitation of liability issue was decided in its favour. That shows the issue had real practical significance for the interim payment and security structure, even if the extraction does not reproduce the full merits analysis. (Paras 38, 41)

Why Does This Case Matter?

This case matters because it clarifies how a transferred case in the SICC should be approached when the parties have agreed that Order 110 rule 46 will govern costs after transfer. The court made clear that Appendix G should not be allowed to dominate the assessment in such a case. For practitioners, that is a significant point: the SICC costs regime is not simply the High Court regime with a different label, and the court will look to the SICC’s own framework of reasonable costs and proportionality. (Paras 10, 12, 14, 17)

The case also matters because it shows how the court may structure interim relief where the successful party is a foreign corporation with no assets in Singapore and the losing party is appealing. The court did not simply order immediate payment to the Plaintiff; it required payment into court to protect both sides. That is a practical lesson in how the SICC may balance enforcement, appellate risk, and the need to preserve the status quo. (Paras 35, 38, 41, 42)

Finally, the judgment is important for commercial litigation involving technically complex disputes. The court recognised the difficulty of the factual investigation into trading software, the need for independent experts, and the commercial realities of market-making competition. Those features help explain why the court was willing to make a substantial interim award while still insisting on procedural safeguards. (Paras 19, 29, 40, 41)

"In these circumstances, the best way to hold the ring between the parties was for an order that the sum of US$4m by way of an interim award of damages/compensation together with the sums ordered to be paid by way of costs should be paid into court on or before 30 September 2019." — Per Simon Thorley IJ, Para 41

Cases Referred To

Legislation Referenced

• Rules of Court, Order 110 rule 46: costs in SICC proceedings; unsuccessful party to pay reasonable costs unless the court orders otherwise. (Para 7) [CDN] [SSO]
• Rules of Court, Order 29 rule 11(1): interim payment in actions for damages where judgment has been obtained and damages are to be assessed. (Para 32) [CDN] [SSO]
• Rules of Court, Order 110 rule 12: referred to in the extraction as part of the procedural framework, but the specific text is not reproduced. (Para 20) [CDN] [SSO]
• SICC Practice Directions, paragraph 152: referred to as the relevant guide for costs in SICC proceedings. (Para 17)
• Unfair Contract Terms Act: referred to in the extraction, but no specific section is identified in the provided material. (Para 20)

What Is the Practical Takeaway for Commercial Litigators?

The practical takeaway is that parties who agree to the SICC costs regime after transfer should expect the court to apply that regime seriously and not to let Appendix G reassert control by the back door. If a party wants to preserve a different costs benchmark, it must confront the court’s emphasis on reasonable costs, proportionality, and the SICC Practice Directions. The judgment therefore rewards careful attention to the procedural order governing the case, not just the underlying merits. (Paras 7, 12, 14, 17)

Another takeaway is that interim payment applications in complex commercial cases will be assessed with an eye to both entitlement and protection. A successful party may obtain a substantial interim award even while an appeal is pending, but the court may insist on payment into court if there is a real risk that repayment would be difficult. The court’s willingness to use that mechanism here shows a pragmatic approach to preserving both sides’ positions. (Paras 32, 35, 38, 41, 42)

Finally, the case illustrates the importance of evidential complexity in modern commercial disputes involving technology and digital assets. The court was prepared to recognise the technical difficulty of the factual inquiry, the need for independent experts, and the commercial realities of the parties’ competition. Those features influenced both the costs discussion and the interim relief analysis, making the case a useful reference point for future disputes involving sophisticated trading systems and cross-border commercial actors. (Paras 19, 29, 40)

"These are my reasons." — Per Simon Thorley IJ, Para 5

Source Documents

• Original Judgment — Singapore Courts
• Archived Copy (PDF) — Litt Law CDN

This article analyses [2019] SGHCI 12 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.