ENJIN PTE LTD v LILIA PRITCHARD

"I conclude that Ms Pritchard was not legally entitled to the 6m ENJ prior to its being transferred or its equivalent in money being paid to her." — Per Philip Jeyaretnam J, Para 78

Case Information

• Citation: [2022] SGHC 201 (Para 0)
• Court: General Division of the High Court of the Republic of Singapore (Para 0)
• Date of Judgment: 22 August 2022 (Para 0)
• Coram: Philip Jeyaretnam J (Para 0)
• Case Number: Suit No 860 of 2020 (Para 0)
• Counsel for the Plaintiff: Mahesh Rai s/o Vedprakash Rai, Yong Wei Jun Jonathan, Melissa Ng Li Ling, Ng Chee Wei, Kenneth (Huang Zhiwei) (Drew & Napier LLC) (Para 0)
• Counsel for the Defendant: Lok Vi Ming SC, Qabir Sandhu (LVM Law Chambers LLC) (instructed), Chong Xin Yi, Tan Lena (Chen Lina) (Gloria James-Civetta & Co) (Para 0)
• Area of Law: Contract; contractual terms; bonuses; oral agreement; evidence; privilege; communications during marriage; civil procedure; anonymisation and redaction of judgment (Para 0)
• Judgment Length: The extracted material does not state the page count or word count of the judgment, and that is not answerable from the extraction. (NOT ANSWERABLE)

Summary

This case concerned a dispute between Enjin Pte Ltd and its former senior officer, Ms Lilia Pritchard, over an alleged entitlement to 2.5 million ENJ tokens, an alleged oral compromise reached on 22 April 2020, and a series of transfers and Amazon purchases made around the time of her resignation. The court framed the central questions as whether Ms Pritchard had any contractual entitlement to 2.5 million ENJ, whether there was a binding agreement on 22 April 2020 resolving that entitlement, whether Mr Blagov had authority to bind Enjin, whether Ms Pritchard had waived her claim, and whether the Amazon purchases were authorised and caused loss. (Para 50)

The court rejected Ms Pritchard’s claim to a free-standing contractual entitlement to 6 million ENJ, holding that the alleged promise lacked certainty, consideration, and intention to create legal relations. It also rejected her case that there had been a binding 22 April 2020 agreement allowing her to take the monetary equivalent of 2.5 million ENJ, finding that the alleged conversation was not proved and was unsupported by documentary evidence. (Paras 71, 72, 75, 78, 83, 84)

On the monetary claims, the court held that the disputed transfers were not authorised and that the Amazon purchases were also unauthorised, though Enjin proved only part of the loss it claimed in relation to the Amazon purchases. The court therefore dismissed Ms Pritchard’s counterclaim and ordered her to pay Enjin S$213,555.64 together with simple interest at 5.33% per annum from the date of the writ until judgment, while also discharging the injunction. (Paras 87, 88, 90, 94, 95, 96)

How did the court characterise Ms Pritchard’s claimed entitlement to 6 million ENJ?

The court approached the alleged entitlement as a contractual question, not as a matter of moral expectation or informal understanding. Enjin’s case was that 6 million ENJ had merely been earmarked for Ms Pritchard and would be awarded over time at the sole discretion of Enjin’s directors, whereas Ms Pritchard’s case was that she had a standalone entitlement to the tokens. The court therefore had to determine whether there was a legally enforceable promise at all. (Paras 45, 50, 71)

"Enjin’s response to Ms Pritchard’s counterclaim is that she is not entitled to the 2.5m ENJ. While 6m ENJ was set aside for her some time in 2017, this sum was merely earmarked for her and would be awarded over time at the sole discretion of Enjin’s directors." — Per Philip Jeyaretnam J, Para 45

The court found that the alleged promise failed at the threshold level of contract formation. It held that the words relied on were too uncertain, because they were made in the context of the ENJ allocation spreadsheet and the broader white paper process, which was itself still being worked on to aid the allocation of ENJ to the team. The court also held that the alleged promise lacked consideration and intention to create legal relations. (Paras 71, 72, 75, 78)

"An enforceable contract must be certain in its terms. All that was said here was that Ms Pritchard would get 6m ENJ, in the context of and with reference to the ENJ allocation spreadsheet, which was itself being worked on to aid the exercise of allocating ENJ to the team contemplated by the white paper." — Per Philip Jeyaretnam J, Para 71

That reasoning led the court to its core conclusion on entitlement: Ms Pritchard was not legally entitled to the 6 million ENJ before transfer or to its monetary equivalent. The court’s analysis was not limited to the later dispute over 2.5 million ENJ; rather, it rejected the foundational premise that there had ever been a binding entitlement to the larger sum. (Para 78)

"I am unable to find that any offer was certain as to its terms, supported by consideration or made with an intention to create legal relations. I conclude that Ms Pritchard was not legally entitled to the 6m ENJ prior to its being transferred or its equivalent in money being paid to her." — Per Philip Jeyaretnam J, Para 78

What was the alleged 22 April 2020 agreement, and why did the court reject it?

Ms Pritchard’s case was that on 22 April 2020 she entered an oral agreement with Mr Blagov, under which the disputed sums were transferred with Enjin’s consent and the entitlement to 2.5 million ENJ was resolved. The court treated this as a distinct alleged compromise agreement and asked whether the conversation occurred, whether it had contractual force, and whether Mr Blagov had authority to bind Enjin. (Paras 46, 50)

"Ms Pritchard’s case is that the Disputed Sums were transferred with Enjin’s consent. This is because she entered an oral agreement with Mr Blagov on 22 April 2020 (“22 April Agreement”), and the Disputed Sums were transferred pursuant to this agreement." — Per Philip Jeyaretnam J, Para 46

The court rejected the alleged agreement on the facts. It expressly stated that it did not accept that the conversation took place, nor that there was ever an agreement that Ms Pritchard could help herself to the monetary equivalent of 2.5 million ENJ tokens. The court was fortified in that conclusion by the absence of documentary support: Ms Pritchard could not produce any documentary evidence showing that the conversation occurred on 22 April 2020. (Paras 83, 84)

"I do not accept that this conversation took place nor that there was ever an agreement that Ms Pritchard help herself to the monetary equivalent of 2.5m ENJ tokens." — Per Philip Jeyaretnam J, Para 83

The court also noted that the alleged agreement was not corroborated by the surrounding evidence. In particular, the court found that the documentary record did not support Ms Pritchard’s account, and that this absence mattered because the alleged conversation was central to her defence to the disputed transfers. The court therefore did not need to accept the alleged compromise as a basis for authorisation or waiver. (Paras 83, 84, 50)

"I am fortified in this conclusion by the fact that Ms Pritchard’s account was not supported by the documentary evidence before the court. She was unable to provide any documentary evidence to show that the conversation with Mr Blagov took place on 22 April 2020." — Per Philip Jeyaretnam J, Para 84

How did the court analyse contract formation: certainty, consideration, and intention to create legal relations?

The court’s analysis of the alleged entitlement to ENJ was grounded in orthodox contract doctrine. It first addressed certainty, holding that an enforceable contract must be certain in its terms. It then addressed consideration, stating that consideration is required for the enforceability of a contract not executed under seal. Finally, it addressed intention to create legal relations, explaining that the relevant intention is an intention that the transaction have legal effect so that a court may be invoked if the agreement is not honoured. (Paras 71, 72, 75)

"Consideration is a requirement for the enforceability of a contract that is not executed under seal." — Per Philip Jeyaretnam J, Para 72

On intention to create legal relations, the court adopted the formulation that the transaction must be intended to have legal effect. That meant the court was not looking merely for a subjective expectation or informal understanding, but for a transaction that the parties meant to be legally enforceable. The court cited the proposition that if a disagreement arose or the contract was not honoured, the aggrieved party could invoke the assistance of the court. (Para 75)

"The intention to create legal relations is an intention that the transaction was to have legal effect, such that if a disagreement arose or the contract was not honoured subsequently, the aggrieved party could invoke the assistance of court: Gay Choon Ing at [71]." — Per Philip Jeyaretnam J, Para 75

The court’s application of those principles was decisive. It found that the alleged promise of 6 million ENJ was not sufficiently certain because it was made against the backdrop of a spreadsheet and a white paper process that was still being developed. The court therefore treated the alleged promise as part of an internal allocation exercise rather than as a concluded bargain. That conclusion disposed of the entitlement claim even before the court moved to the later alleged compromise. (Paras 71, 78)

What evidence did the court rely on to reconstruct the ENJ allocation history?

The court relied on the documentary record, including the white paper, the ENJ allocation spreadsheet, and WhatsApp communications, to reconstruct how the token allocation had been discussed and implemented. It found that Mr Blagov told Ms Pritchard that she would “get” 6 million ENJ, and that this was supported by a WhatsApp conversation on 24 June 2019 in which he checked the allocation spreadsheet and told her that 6 million ENJ had been assigned to her, 3 million had been sold by Enjin and paid out in cash as US$300,000, and “3m enj remains for u”. (Para 65)

"That he said something along these lines is supported by the WhatsApp conversation that they had on 24 June 2019. Ms Pritchard asked him about the ENJ that was hers from Enjin. Mr Blagov checked the ENJ allocation spreadsheet and told her that 6m ENJ had been assigned to her, of which 3m had been sold by Enjin and paid out to her in cash as US$300,000, so that “3m enj remains for u”." — Per Philip Jeyaretnam J, Para 65

That evidence mattered because it showed the court’s distinction between an allocation being discussed or earmarked and an enforceable contractual entitlement being created. The court accepted that the parties had discussed a 6 million ENJ allocation, but it did not accept that those discussions amounted to a binding promise with all the necessary contractual elements. The documentary context therefore supported Enjin’s position that the allocation was part of an internal process rather than a concluded legal obligation. (Paras 45, 65, 71, 78)

The court also relied on the absence of documentary support for the alleged 22 April 2020 conversation. This absence was not treated as a mere evidential gap; it was treated as a significant reason to reject the alleged agreement altogether. In a dispute where the alleged oral compromise was central, the lack of corroboration weighed heavily against Ms Pritchard’s account. (Paras 83, 84)

Why did the court reject the waiver argument?

One of the issues framed for determination was whether Ms Pritchard had waived her right to claim 2.5 million ENJ in the proceedings. The extraction shows that this issue was expressly listed, but the detailed reasoning on waiver is not separately set out in the extracted paragraphs. What is clear is that the court rejected the alleged 22 April 2020 agreement and found no documentary support for it, which undermined the factual foundation for any waiver argument based on that conversation. (Para 50)

The court also cited Ang Sin Hock v Khoo Eng Lim in the cases referred to, indicating that waiver by election was part of the legal framework considered. However, the extraction does not provide a separate paragraph setting out a standalone waiver analysis or a specific holding on waiver beyond the overall dismissal of Ms Pritchard’s counterclaim. Accordingly, the only safe statement is that the waiver issue was raised and resolved against Ms Pritchard as part of the broader rejection of her entitlement and alleged compromise. (Para 50; Cases Referred To table)

Because the extraction does not provide a distinct paragraph explaining the waiver reasoning in detail, it would be unsafe to infer more than the judgment expressly states. The operative result is that Ms Pritchard’s counterclaim failed, and the court did not accept any basis on which she could retain or claim the disputed 2.5 million ENJ. (Paras 83, 96)

Were the Amazon purchases authorised, and if not, what loss did Enjin prove?

The court treated the Amazon purchases as a separate issue from the ENJ entitlement dispute. Ms Pritchard’s case was that the purchases were authorised and were intended to replace items she had used for work with Enjin and that had become worn out. The court rejected that case, holding that the purchases were not authorised. (Paras 49, 90)

"As for the Amazon Purchases, it is Ms Pritchard’s case that these were authorised purchases meant to replace items that she had used for work with Enjin, and had become worn out in the process." — Per Philip Jeyaretnam J, Para 49

The court’s reasoning was that the purchases were made in anticipation of resignation and were therefore not authorised. It also relied on the principle that an employee owes duties of good faith and fidelity, citing Piattchanine, Iouri v Phosagro Asia Pte Ltd. On that basis, the court concluded that the purchases were not authorised. (Para 90; Cases Referred To table)

"Accordingly, the purchases were not authorised." — Per Philip Jeyaretnam J, Para 90

However, the court did not accept Enjin’s entire claimed loss figure for the Amazon purchases. It found that Enjin had not proven that it was ultimately charged S$1,078 such that it suffered loss totalling S$7,624.64. The court therefore awarded only S$6,546.64 in relation to the Amazon purchases. This shows that the court separated liability from proof of quantum and required proof of actual loss before awarding the full amount claimed. (Paras 94, 95)

"I find that Enjin has not proven that it was ultimately charged the sum of S$1,078 for the Amazon Purchases such that it suffered loss totalling S$7,624.64." — Per Philip Jeyaretnam J, Para 94

How did the court deal with the disputed transfers from Enjin’s accounts?

The extraction indicates that on 22 and 23 April 2020 Ms Pritchard carried out a series of transactions from Enjin’s accounts, including transfers from Enjin’s wallet and transfers from the corporate account to the Joint Account. The court’s overall conclusion was that these transfers were not authorised, and it ordered repayment of the sums found to have been wrongfully taken. (Paras 13, 87, 88, 96)

"On 22 and 23 April 2020, Ms Pritchard carried out the following transactions from Enjin’s accounts:" — Per Philip Jeyaretnam J, Para 13

For the bank transfers, the court held that Ms Pritchard must repay S$197,672. For the ENJ/ETH transfers, the court ordered payment of S$9,337. These figures formed part of the total judgment sum of S$213,555.64. The court’s treatment of these transfers reflects a straightforward restitutionary approach once authorisation was rejected. (Paras 87, 88, 96)

"She must repay the sum of S$197,672 together with simple interest at the court rate of 5.33% per annum from the date of the writ originally filed in the District Court until date of judgment." — Per Philip Jeyaretnam J, Para 87

"I order payment of the sum of S$9,337 together with simple interest at the court rate of 5.33% per annum from the date of the writ originally filed in the District Court until date of judgment." — Per Philip Jeyaretnam J, Para 88

The court’s final order therefore reflected a segmented assessment of the different categories of unauthorised conduct. It did not treat all disputed transfers identically; instead, it assessed each category and awarded the amounts proved. That approach culminated in the total award of S$213,555.64. (Paras 87, 88, 95, 96)

How did the court interpret and apply section 124 of the Evidence Act 1893?

The judgment contains a substantial discussion of marital communications privilege under s 124 of the Evidence Act 1893. The court quoted the statutory text and considered its historical background, including the Evidence Amendment Act 1853 and the Indian Evidence Act. The issue arose because the proceedings involved communications between spouses, and the court had to determine the scope of the privilege. (Paras 24, 25, 26, 27, 28, 29)

"No person who is or has been married shall be compelled to disclose any communication made to him during marriage by any person to whom he is or has been married; nor shall he be permitted to disclose any such communication unless the person who made it or his representative in interest consents, except in suits between married persons or proceedings in which one married person is prosecuted for any crime committed against the other." — Per Philip Jeyaretnam J, Para 24

The court traced the historical development of the privilege and referred to Rumping v Director of Public Prosecutions, Lim Lye Hock v Public Prosecutor, and EQ Capital Investments Ltd v Sunbreeze Group Investments Ltd and others. The extracted material indicates that the court used those authorities to explain the scope of the privilege and to reject a narrow “but for” or confidential-communications limitation. (Paras 25, 26, 27, 28, 29; Cases Referred To table)

The court also noted that the proceedings were heard in camera and quoted O 42 r 2 of the Rules of Court (2014 Rev Ed), which governs the availability of judgments from in camera proceedings. This was relevant to the court’s anonymisation and redaction discussion, and it explains why the judgment addressed publication issues alongside evidential privilege. (Paras 18, 19)

"Judgment in proceedings heard in camera (O. 42, r. 2) 2. Where proceedings are heard in camera pursuant to any written law, any judgment pronounced or delivered in such proceedings shall not be available for public inspection except that the Court may, on such terms as it may impose, allow an inspection of such judgment by, or a copy thereof to be furnished to, a person who is not a party to the proceedings." — Per Philip Jeyaretnam J, Para 18

Why were the proceedings heard in camera, and what did the court say about anonymisation?

The court noted that the proceedings were heard in camera because Enjin’s claim for breach of confidence was said to involve highly commercially sensitive information. It also observed that the claim was settled in the first few days of trial and that the trial did not involve any aspect of it, nor did the judgment. This explains why the judgment addressed publication and redaction issues even though the substantive trial issues were contractual and evidential. (Para 19)

"In this case, the proceedings were held in camera because Enjin’s claim for breach of confidence was said to involve highly commercially sensitive information. As it happens, this claim was settled in the first few days of trial and the trial did not involve any aspect of it, and nor does this judgment." — Per Philip Jeyaretnam J, Para 19

The court referred to authorities such as BOK v BOL and another and Chua Yi Jin Colin v Public Prosecutor, together with Attorney-General v Leveller Magazine Ltd and others, to explain the discretion to anonymise or redact and the principle that departures from open justice must be necessary to serve the ends of justice. The extraction does not provide a separate operative order on anonymisation beyond the discussion of in camera proceedings, so the safe reading is that the court considered the issue in the context of publication control. (Cases Referred To table; Paras 18, 19)

What was the final outcome of the suit and counterclaim?

The final outcome was that Ms Pritchard’s counterclaim was dismissed and Enjin succeeded in part on its claim. The court ordered Ms Pritchard to pay Enjin S$213,555.64 together with simple interest at the court rate of 5.33% per annum from the date of the writ originally filed in the District Court until the date of judgment. The court also discharged the injunction. (Paras 96, 88)

"I dismiss Ms Pritchard’s counterclaim and allow Enjin’s claim in that Ms Pritchard is to pay to Enjin the total sum of S$213,555.64 together with simple interest at the court rate of 5.33% per annum from the date of the writ originally filed in the District Court until date of judgment." — Per Philip Jeyaretnam J, Para 96

The court’s order was the product of a granular assessment of the different heads of claim. It awarded S$197,672 for the bank transfers, S$9,337 for the ENJ/ETH transfers, and S$6,546.64 for the Amazon purchases, while rejecting the additional S$1,078 claimed in relation to the Amazon purchases because the loss was not proved. (Paras 87, 88, 94, 95, 96)

"For avoidance of doubt, I also discharge the Injunction." — Per Philip Jeyaretnam J, Para 88

The court did not finally determine costs in the judgment itself. Instead, it directed the parties to file costs submissions limited to 10 pages each within 14 days, and stated that it would hear parties on any other consequential or ancillary orders and on costs. (Para 97)

Why Does This Case Matter?

This case matters because it shows that a claimed bonus or token allocation in a commercial setting will not be enforced unless the ordinary requirements of contract formation are satisfied. The court was careful to distinguish between an internal allocation process and a legally binding promise, and it insisted on certainty, consideration, and intention to create legal relations before recognising any entitlement. That approach is especially important in fast-moving technology businesses where token allocations, equity-like incentives, and informal discussions may coexist. (Paras 71, 72, 75, 78)

The case is also significant for its treatment of marital communications privilege under s 124 of the Evidence Act 1893 in a commercial dispute involving former spouses who were also corporate officers. The court’s discussion of the statutory text and historical authorities shows that privilege questions can arise in unexpected commercial contexts, and that the court will examine both the statutory language and the surrounding history. (Paras 24, 25, 26, 27, 28, 29)

Finally, the judgment is practically important because it demonstrates how the court handles unauthorised employee spending and proof of loss. Even where liability is established, the claimant must still prove the quantum of loss with evidence. The court’s refusal to award the full Amazon claim, despite finding the purchases unauthorised, is a reminder that damages are not presumed and must be proved. (Paras 90, 94, 95)

Cases Referred To

Legislation Referenced

• Evidence Act 1893, section 124 (Paras 24, 25) [CDN] [SSO]
• Rules of Court (2014 Rev Ed), Order 42 rule 2 (Para 18)
• Evidence Amendment Act 1853 (historical antecedent discussed) (Paras 25, 26)
• Indian Evidence Act (Act No 1 of 1872) (historical antecedent discussed) (Paras 25, 26)

Source Documents

• Original Judgment — Singapore Courts
• Archived Copy (PDF) — Litt Law CDN
• View in judgment: "Accordingly, the purchases were not authorised...."
• View in judgment: "A claim by an employee for..."
• View in judgment: "For avoidance of doubt, I also..."
• View in judgment: "They relied on s 124 of..."

This article analyses [2022] SGHC 201 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the full judgment for the Court's complete reasoning.