VIRGILIO TARRAGO DA SILVEIRA & Anor v HASHSTACS PTE. LTD. & Anor
[2024] SGHC(I) 32 Singapore International Commercial Court 16 December 2024 • SIC/OA 7/2023 • 115 min read
13 cases cited
(12 SG, 1 foreign)
Cited by 1 case
Catchwords
Practice Areas
Judges (1)
Counsel (8)
Case Significance
da Silveira, Virgilio Tarrago and another v Hashstacs Pte Ltd and another [2024] SGHC(I) 32 is a judgment of the Singapore International Commercial Court delivered by Simon Thorley IJ on 16 December 2024, in Originating Application No 7 of 2023. Between August and December 2019, the first claimant, Mr Virgilio Tarrago Da Silveira, purchased on two cryptocurrency exchanges 8,063,470.53 "STACS Tokens", a form of cryptocurrency then worth in total around US$76,000, later transferring them in September 2020 to the second claimant, Munchetty Investments Ltd, a company he owned and controlled.
The claimants contended that Mr Silveira was induced to buy the tokens by representations for which the first defendant, Hashstacs Pte Ltd, was responsible, and that those representations were false. Hashstacs was associated with the second defendant, Mr Soh Kai Jun. The claimants brought claims against Hashstacs for fraudulent misrepresentation, negligent misrepresentation and negligent misstatement, and against both Hashstacs and Mr Soh for unjust enrichment and conspiracy, as reflected in the catchwords on negligence, conspiracy, unjust enrichment and fraud and deceit. The claimants were represented by Withers KhattarWong LLP and the defendants by Rajah & Tann Singapore LLP (including Vikram Nair). The judgment references the Misrepresentation Act, cites 13 authorities (12 Singapore, 1 foreign) and has been cited once.
Summary
SUPREME COURT OF SINGAPORE
16 December 2024
Case summary
da Silveira, Virgilio Tarrago and another v Hashstacs Pte Ltd and another [2024] SGHC(I) 32
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Decision of the Singapore International Commercial Court (delivered by Simon Thorley IJ):
Outcome: The Singapore International Commercial Court dismisses claims for fraudulent misrepresentation, negligent misrepresentation, negligent misstatement, unjust enrichment, and conspiracy against the defendants, relating to the first claimant allegedly being induced to purchase cryptocurrency in the form of STACS Tokens by representations for which the second defendant was responsible.
Background
1 Between August and December 2019, the first claimant Mr Virgilio Tarrago Da Silveira (“Mr Silveira”) purchased on two cryptocurrency exchanges 8,063,470.53 “STACS Tokens”, a form of cryptocurrency, then worth in total around US$76,000.00. The STACS Tokens were transferred by him to the second claimant (“Munchetty”), a company owned and controlled by him, in September 2020. Both claimants contended that Mr Silveira was induced to buy the tokens on the basis of false representations for which the first defendant Hashstacs Pte Ltd (“HS”) was responsible.
2 The claimants pursued claims based on fraudulent misrepresentation, negligent misrepresentation and negligent misstatement against HS, as well claims based on unjust enrichment and conspiracy against HS and Mr Soh Kai Wen (“Mr Soh”), the second defendant. Mr Soh was at all times materially associated with HS, being among other things a non-executive director and member of the board of the Gibraltar Stock Exchange Group Limited (“GSX Group”) which launched a joint venture with two other companies to establish Hashstacs Inc (“H Inc”), of which HS was a wholly owned subsidiary. Mr Soh was also a director of both HS and H Inc, and later became a shareholder of H Inc through an investment company which Mr Soh had a majority interest in.
3 In early 2018, the Gibraltar Blockchain Exchange Limited (“GBX”), a subsidiary of the GSX Group, issued a prospectus for the sale of tokens known as “Rock Tokens” (the “Rock Token Whitepaper”). Around 23 November 2018, the GSX Group published a document entitled “The Securities Trading Asset Classification Settlement (STACS) Protocol Whitepaper v1.0” (“The First Whitepaper”), which among other things invited Rock Token holders to swap their tokens into STACS Tokens, pursuant to a document entitled “Terms and Conditions Relating to Token Swap” (the “STACS Token T&Cs”) dated 22 November 2018. The First Whitepaper was distributed to Rock Token holders. It was later replaced by a second whitepaper again issued by the GSX Group, which did not differ materially from the First Whitepaper (the “Second Whitepaper”).
4 On or around 18 March 2019, HS assisted H Inc to amend the Second Whitepaper and produced the STACS Network Whitepaper v 1.2 (the “Third Whitepaper”) on the GSX Group’s instructions.
5 The claimants’ case relied on representations made in the First to Third Whitepapers. The defendants denied that these representations were made by HS, that they were false, and that Mr Silveira had purchased STACS Tokens relying on these representations. The defendants also contended, among other things, that (a) Mr Silveira had no title to sue because the STACS Tokens had been transferred by him to Munchetty by way of a capital injection (the “Trust Issue”), and (b) the claimants were bound by the STACS Token T&Cs such that they had no entitlement to sue (the “STACS Token T&Cs Issue”).
Decision
The claim in fraudulent misrepresentation
6 HS could not be legally liable for any representations made in the First or Second Whitepapers, as they were both published before HS was incorporated. Neither was HS responsible in law for the publication of the Third Whitepaper, as (a) an informed reader of the Third Whitepaper would have understood that the GSX Group was speaking through the Whitepaper, and that token sales were not handled by H Inc; (b) HS only assisted H Inc in amending portions in the Third Whitepaper which were not relied on as being the source of the representations, (c) it was insufficient that the representations were available on a website controlled by HS, and (d) the marketing of the STACS Token and the associated STACS Protocol was done under the auspices of the GSX Group, and any contribution by Mr Soh was in his capacity as an “Executive Director” of GSX Group, and not as a director of HS: at [196]–[209].
7 Had HS been responsible for the making of the representations, they would have been actionable representations as they constituted undertakings as to how transaction fees generated by implementation of the STACS Protocol would be distributed in the event that the STACS Protocol was successful, as part of an inducement for institutions to adopt the protocol and for investors to purchase STACS Tokens: at [214]–[215].
8 The representations were not false at the time they were made. At the time the Third Whitepaper was published, Mr Soh, regardless of the capacity in which he was acting, believed that any transaction fees generated by operating the STACS Protocol would be distributed in accordance with the scheme set out in that Whitepaper; there was no evidence suggesting that he intended that HS should be used as a vehicle to deprive investors in STACS Tokens of their just rewards: at [217]–[220].
9 There was no evidence that the representations later became false after they were made. Not only was the decision to swap the STACS Token for the GATE Token made by GSX Group and not by HS, the GATE Token continued to be used as the utility token of the STACS Protocol and had additional uses: at [222]–[223].
10 As the representations were not false, HS, through Mr Soh, could not have known that they were false. Neither could HS have become aware that the representations had later become false for the same reason: at [224]–[225].
11 Although not false, the representations were made, inter alia, with the intention that they should be acted upon by investors or potential investors in STACS Tokens: at [226].
12 Although Mr Silveira did act on the representations in deciding to invest in STACS Tokens as a result of information he obtained from the Third Whitepaper, any damage he suffered was not in consequence of that reliance but instead due to the lack of success of the STACS Protocol, a risk which he would have known of as a sophisticated investor: at [229]–[231].
The claims in negligent misrepresentation and negligent misstatement
13 As the representations were not made by HS and were not false, the actions in negligent misrepresentation and negligent misstatement failed. Although potential investors in STACS Tokens constituted a class of people to whom the Whitepapers were addressed, any duty towards that class was not owed by HS as it did not make the representations and, in any event, it was not in breach of any such duty: at [238]–[240].
The claim in unjust enrichment
14 The claim in unjust enrichment failed as both HS and Mr Soh were not enriched by the receipt of any transaction fees generated by the use of the STACS Protocol: at [224]–[249].
The claim in conspiracy
15 Both lawful means conspiracy and unlawful means conspiracy were not made out as there was no intention held by either HS or Mr Soh. to cause damage to Mr Silveira specifically or to the class of persons, being STACS/ROCK Token holders, to which he belonged. Moreover, as Mr Soh did not know that the representations were false or was reckless to that fact, any claim of conspiracy by unlawful means necessarily failed: at [250]–[256].
The Trust Issue and the STACS Token T&Cs Issue
16 Given the findings on the other issues were dispositive of the claimants’ case, it was unnecessary to reach a conclusion on the Trust Issue and the STACS Token T&Cs Issue: at [262]–[268].
This summary is provided to assist in the understanding of the Court’s grounds of decision. It is not intended to be a substitute for the reasons of the Court. All numbers in bold font and square brackets refer to the corresponding paragraph numbers in the Court’s grounds of decision.
What was claimed in da Silveira v Hashstacs Pte Ltd [2024] SGHC(I) 32?
In [2024] SGHC(I) 32, decided on 16 December 2024 by Simon Thorley IJ, Virgilio Tarrago Da Silveira and Munchetty Investments Ltd claimed that false representations by Hashstacs Pte Ltd induced the purchase of 8,063,470.53 STACS Tokens worth around US$76,000, suing for misrepresentation, unjust enrichment and conspiracy.
What cryptocurrency was at issue in the Hashstacs SICC misrepresentation case?
The case concerned STACS Tokens, a form of cryptocurrency. Between August and December 2019, Mr Virgilio Tarrago Da Silveira bought 8,063,470.53 STACS Tokens on two exchanges, then worth around US$76,000, and in September 2020 transferred them to his company Munchetty Investments Ltd, per [2024] SGHC(I) 32.
Statutes Cited
Misrepresentation Act
Cases on this Act →
s 2(1)
Cases Cited (13)
SG (3)
SLR (9)
[2001] 2 SLR(R) 435 [2003] 3 SLR(R) 307 [2007] 4 SLR(R) 100 [2008] 1 SLR(R) 80 [2009] 2 SLR(R) 318 [2018] 1 SLR 818 [2018] 1 SLR 894 [2020] 3 SLR 1 [2021] 1 SLR 1
UK (1)
[1920] 3 KB 497
Referenced in
Statutes interpreted in this judgment
Legal concepts & references
Judgment
Read the full judgment on the official Singapore Courts portal.
Read on eLitigationSource: eLitigation ([2024] SGHC(I) 32)