Case Details
- Citation: [2022] SGHC 201
- Title: Enjin Pte Ltd v Pritchard Lilia
- Court: High Court of the Republic of Singapore (General Division)
- Suit No: Suit No 860 of 2020
- Date of Judgment: 22 August 2022
- Judges: Philip Jeyaretnam J
- Hearing Dates: 18–22, 25–29 April 2022; Judgment reserved
- Plaintiff/Applicant: Enjin Pte Ltd (“Enjin”)
- Defendant/Respondent: Pritchard Lilia (“Ms Pritchard”)
- Legal Areas: Contract (contractual terms; formation; evidence/privilege)
- Key Topics: Bonuses; oral agreement; marital communications privilege; evidence privilege; inherent powers (anonymisation/redaction)
- Procedural Posture: Enjin sued for recovery of monies and digital tokens transferred by Ms Pritchard; Ms Pritchard counterclaimed for 2.5m ENJ
- Judgment Length: 44 pages; 12,131 words
- Statutes Referenced (as indicated in metadata): Evidence Act 1893; Evidence Act 1893 (s 124 privilege between spouses); Evidence Ordinance; Evidence Amendment Act 1853; Evidence Act 1893; Evidence Amendment Act; Indian Evidence Act; and references to “England with regard to privilege between spouses”
- Cases Cited (as indicated in metadata): [2017] SGHC 316; [2017] SGHCR 15; [2021] SGHC 290; [2022] SGHC 201
Summary
Enjin Pte Ltd v Pritchard Lilia concerned a dispute between a blockchain technology company and its former CFO over whether she was contractually entitled to a further 2.5m ENJ (a cryptocurrency token) and, if not, whether the company was entitled to recover sums and tokens she transferred out of its accounts after her resignation. The High Court held that the defendant was not entitled to the disputed 2.5m ENJ on the evidence and contractual analysis. The court also addressed whether communications between the co-founder and the defendant—while they were married—were protected by marital communications privilege, which affected what could be relied upon to determine whether an oral agreement existed.
The court’s reasoning turned on two connected questions: first, whether there was an enforceable oral agreement (or binding arrangement) for payment of the remaining 2.5m ENJ, and second, whether the co-founder who allegedly made that promise had authority to bind the company. In addition, the court considered whether the defendant had waived her entitlement by the way she conducted herself in the proceedings. On the company’s claims, the court assessed whether the defendant was authorised to make certain “Amazon Purchases” and whether the transfers of money and digital tokens were wrongful, ultimately granting relief to Enjin and dismissing the counterclaim.
What Were the Facts of This Case?
Enjin is a Singapore blockchain and cryptocurrency technology company developing proprietary blockchain software products and platforms. It was co-founded by Mr Maxim Blagov (“Mr Blagov”) and Mr Witold Radomski (“Mr Radomski”), who were the only directors and shareholders. Mr Blagov held 67% of the shares and served as CEO, while Mr Radomski held 33% and served as CTO. Ms Pritchard was Enjin’s CFO before resigning on 22 April 2020, and previously served as COO from October 2017 to early 2019. She was married to Mr Blagov from 2004 until their divorce in 2019.
Ms Pritchard’s involvement in the business began when she was married to Mr Blagov. Although she worked in Enjin’s business, it was common ground that she was never a shareholder or director of Enjin, and there was no written employment contract between her and Enjin. The dispute therefore arose in a context where the defendant’s remuneration and entitlements were not governed by a formal written contract, but rather by arrangements connected to Enjin’s token issuance and internal allocation of ENJ as performance bonuses.
In late 2017, Enjin conducted an Initial Coin Offering (ICO) and created ENJ tokens based on the Ethereum network. During the ICO, Enjin retained about 260m ENJ, including a portion set aside for employees. The parties disputed the legal significance of the “set aside” figure, but it was common ground that around 6m ENJ was allocated to Ms Pritchard in late 2017, as reflected in an Excel “ENJ allocation spreadsheet.” In March 2019, 3m ENJ out of the 6m ENJ was paid to Ms Pritchard in the form of USD$300,000 (valued at the time). She was later appointed CFO in February 2019, replaced as COO in August 2019, and the marriage between her and Mr Blagov ended in 2019.
After the divorce, the relationship between Ms Pritchard and the co-founders deteriorated. On 7 February 2020, in a Slack conversation, Ms Pritchard told Mr Blagov and Mr Radomski that she was still waiting for payment of the remaining 3m ENJ. The co-founders responded that it “need[ed] to be vested” and would be sent in “vested portions,” noting that other employees had not received the full amount. Later in February 2020, Ms Pritchard was awarded 500,000 ENJ. On 20 April 2020, she told them she wanted the remaining 2.5m ENJ to be paid in either cash or Bitcoin. Mr Blagov responded that they needed a meeting to discuss “everything,” while Ms Pritchard objected, saying no meeting was necessary. Mr Blagov became concerned that she might use her access to Enjin’s financial accounts to pay herself, and he took precautionary measures, including instructing Standard Chartered Bank to cancel digital tokens in her possession and changing passwords on payment accounts.
On 22 April 2020, after further exchanges, Mr Blagov asked for the return of device tokens and Enjin paperwork. Ms Pritchard indicated she planned to continue working and needed the items for her work. That same day, Mr Blagov told her the tokens needed to be in the director’s possession and that there needed to be a discussion so they could move forward. Ms Pritchard replied that the discussion was “straightforward” and that they should send her 2.5m ENJ. She also stated that if the ENJ was withheld past that day, she would assume Enjin had no intention of ever transferring it to her. Later that evening, she sent a letter of resignation stating that Enjin and the co-founders were refusing to give her the 2.5m ENJ promised during the ICO.
On 22 and 23 April 2020, Ms Pritchard carried out a series of transactions from Enjin’s accounts. She purchased laptops and headphones on Amazon Singapore using Enjin’s TransferWise corporate debit card (the “Amazon Purchases”). She also transferred 42,000 ENJ and 3.3 Ethereum tokens from Enjin’s virtual wallet to her personal virtual wallet. Further, she transferred S$50,000 and S$357,000 from Enjin’s corporate account with Standard Chartered Bank to a joint account she held with Mr Blagov, and then transferred S$209,304.86 from the joint account to her personal bank accounts, sending S$5,828 back to the joint account shortly thereafter.
Enjin commenced suit on 5 May 2020 seeking, among other things, recovery of S$209,304.86, the value of the ENJ and ETH transferred (S$9,337), and the value of the Amazon Purchases (S$7,762.64), as well as claims for breach of confidence and wrongful acts relating to its Telegram channel. Ms Pritchard counterclaimed for 2.5m ENJ. The case was initially brought in the District Court but transferred to the High Court due to the counterclaim and related procedural considerations.
What Were the Key Legal Issues?
The High Court identified several issues, but the central ones were contractual and evidential. First, the court had to determine whether Ms Pritchard was entitled to the disputed 2.5m ENJ. This required analysis of whether either of two alleged oral agreements existed: one said to have been made while Ms Pritchard and Mr Blagov were still husband and wife, and another said to have been made after they divorced. The court also had to consider whether the terms were sufficiently certain, whether there was consideration, and whether the parties had the intention to create legal relations.
Second, the court had to consider whether, if an agreement existed, Mr Blagov had authority to enter it on Enjin’s behalf. This was important because Ms Pritchard was not a director or shareholder, and there was no written employment contract. The court therefore needed to assess the scope of authority of the co-founder who allegedly promised the tokens and whether that promise could bind the company.
Third, the court addressed whether Ms Pritchard had waived her right to claim 2.5m ENJ in these proceedings. Waiver analysis required careful attention to what Ms Pritchard did and said, including whether her conduct was consistent with insisting on the entitlement or whether it undermined her position.
Finally, and crucially for evidence, the court had to decide a preliminary issue: whether marital communications privilege applied to communications between Mr Blagov and Ms Pritchard during their marriage. This affected whether certain messages could be relied upon to establish the existence and content of the alleged oral agreement. The court examined the origins of the privilege and Singapore case law, and it interpreted the privilege in light of the statutory framework governing evidence between spouses.
How Did the Court Analyse the Issues?
The court began by framing the dispute as turning on whether oral agreements were entered into between Mr Blagov and Ms Pritchard regarding her entitlement to the remaining 2.5m ENJ. The court treated the alleged agreements as factual and legal questions requiring proof of the content of the communications and the legal effect of what was said. Because the parties’ relationship and communications were intertwined with their marriage, the court first addressed the evidential question of marital communications privilege.
On the preliminary issue, the court analysed the origins of the privilege and its operation in Singapore. The judgment indicates that the privilege between spouses was contained in the Evidence Amendment Act 1853 and the Evidence Act 1893, and the court also considered English authorities on privilege between spouses. The court then reviewed Singapore case law on the scope and rationale of the privilege, including how it should be applied to communications made during marriage. The court’s approach was not merely formal; it required determining whether the communications at issue fell within the protected category and whether the privilege should be upheld to exclude or limit the use of those communications in determining contractual entitlement.
After resolving the privilege question, the court turned to the contractual analysis. It examined what was said in the relevant exchanges and whether the alleged promise met the requirements for contract formation. The court considered certainty of terms, focusing on whether the parties agreed on the essential terms of the payment—namely the amount (2.5m ENJ), the timing, and the mode of payment (cash or Bitcoin was raised by Ms Pritchard). The court also considered consideration and intention to create legal relations. In disputes involving bonuses and token allocations, the court’s analysis typically requires distinguishing between internal expectations or discretionary allocations and binding contractual commitments.
The court’s reasoning also addressed the evidential weight of the communications and the context in which they occurred. The exchanges in Slack on 7 February 2020 and 20 April 2020 were relevant to whether there was a binding commitment to pay the remaining 2.5m ENJ and whether it had been “vested” or subject to discretion. The court also considered the co-founders’ precautionary steps on 22 April 2020, which suggested they did not accept that Ms Pritchard had an immediate entitlement to transfer tokens or access funds without safeguards. The court’s analysis of waiver further required assessing whether Ms Pritchard’s conduct in the litigation and her resignation letter were consistent with insisting on the entitlement as a matter of enforceable right.
On authority, the court considered whether Mr Blagov had the power to bind Enjin to the alleged token payment. Given that Enjin’s only directors were Mr Blagov and Mr Radomski, the issue of authority was not about whether Ms Pritchard could bind the company, but whether the co-founder who made the promise could do so in a way that created enforceable obligations for the company. The court’s conclusion on authority was tied to its findings on whether there was an agreement at all and, if so, whether it was within the scope of what the company had effectively committed to through its internal arrangements.
Finally, the court addressed Enjin’s claims for recovery of money and tokens. While the excerpt provided focuses on the counterclaim and privilege issue, the judgment also analysed whether Ms Pritchard was authorised to make the Amazon Purchases and, if not, what loss Enjin suffered. The court’s approach would have required linking the lack of authorisation to the wrongful nature of the transfers and quantifying the recoverable amounts. The court also considered the transfers of ENJ and ETH from Enjin’s virtual wallet and the transfers from the corporate bank account to the joint account and then to Ms Pritchard’s personal accounts.
What Was the Outcome?
The High Court dismissed Ms Pritchard’s counterclaim for 2.5m ENJ. The court found that, on the evidence and contractual analysis, she was not entitled to the disputed amount. The court’s findings were influenced by the privilege analysis and by the court’s view that the alleged oral arrangements did not establish a sufficiently certain and binding contractual entitlement enforceable against Enjin.
On Enjin’s claims, the court granted relief for the sums and tokens transferred without authorisation, including recovery relating to the bank transfers and the value of the digital assets and purchases at issue. The practical effect was that Enjin obtained monetary recovery and the defendant did not obtain the additional token entitlement she sought.
Why Does This Case Matter?
This case is significant for practitioners because it illustrates how courts approach oral agreements for remuneration in the absence of written employment contracts, particularly in modern compensation structures involving cryptocurrency tokens. The judgment demonstrates that courts will scrutinise certainty of terms, intention to create legal relations, and the evidential foundation for alleged promises. Where parties’ arrangements are informal and embedded in internal token allocation practices, litigants should expect a demanding analysis of whether the promise was legally enforceable rather than merely aspirational or discretionary.
Equally important is the court’s treatment of marital communications privilege. The decision provides guidance on how privilege between spouses operates in Singapore and how it can affect the admissibility or use of communications to prove contractual formation. For lawyers, the case underscores that evidential privilege can be outcome-determinative: if communications are excluded or limited, the remaining evidence may be insufficient to establish the existence of an agreement or its terms.
Finally, the case has practical implications for corporate governance and internal authority. Even where the alleged promisor is a co-founder or director, the court will still assess whether the company is bound by the alleged commitment and whether the commitment is sufficiently certain and supported by admissible evidence. In disputes involving access to corporate accounts and digital assets, the judgment also highlights the importance of authorisation and the evidential trail for transactions made around the time of resignation or employment breakdown.
Legislation Referenced
- Evidence Act 1893 (including s 124 on privilege between spouses)
- Evidence Ordinance
- Evidence Amendment Act 1853
- Evidence Amendment Act (as referenced in the metadata)
- Indian Evidence Act (as referenced in the metadata)
Cases Cited
- [2017] SGHC 316
- [2017] SGHCR 15
- [2021] SGHC 290
- [2022] SGHC 201
Source Documents
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.