Ripple Markets APAC Pte. Ltd. v GEA Limited & 3 Ors

Facts

Ripple Markets APAC Pte Ltd, a Singapore software developer, sued GEA Limited, a Hong Kong remittance business, in HC/OC 628/2024 over four unpaid invoices for sales of the digital asset XRP, and sued Alexander Kong King Ong, Regal Planet Limited and Seamless Group Inc under a Deed of Guarantee dated 25 May 2023. GEA had used Ripple's On-Demand Liquidity (ODL) service, with XRP as a bridge currency, under a Master XRP Commitment to Sell Agreement and a Line of Credit Addendum dated 12 September 2022. Ripple withdrew the ODL service on 11 March 2023. GEA made payments totalling $8,455,740 towards one invoice and nothing more, leaving US$23,952,480 in principal outstanding.

The defendants did not dispute the invoices, the guarantee or the sums. They relied on an alleged oral Cooperation Agreement from around August 2021, under which, they said, Ripple would keep providing ODL regardless of timely payment. An Assistant Registrar granted summary judgment and disallowed related amendments. The defendants appealed in HC/RA 91/2025 against summary judgment and in HC/RA 92/2025 against the refusal of amendments.

Issues

1. Whether the alleged Cooperation Agreement disclosed a real or bona fide defence to the claim on the invoices
2. Whether the guarantee was vitiated by misrepresentation in its preambles
3. Whether the guarantors signed the guarantee under economic duress
4. Whether the guarantee failed for lack of consideration

Holding

The High Court dismissed both appeals on 6 August 2025, refused a stay of enforcement of the summary judgment pending GEA's counterclaim, and awarded Ripple costs fixed at $20,000 inclusive of disbursements, for which the defendants were jointly and severally liable.

Reasoning

The defendants bore the burden of showing a fair or reasonable probability of a real or bona fide defence. On appeal they dropped the illegality arguments and accepted that the English decision in P Dot did not bind the court.

On the Cooperation Agreement, the written agreement allowed termination on notice or on default and contained an entire agreement clause. The court found insufficient evidence for the claim that the arrangement could not end while Ripple and Seamless were partners in Tranglo. Ripple's past indulgence over late payment made commercial sense while cooperation was useful, but that was different from a binding promise to keep supplying XRP while invoices stayed unpaid. GEA's own proposal of 28 April 2023 to pay before withdrawals resumed pointed the other way. Whether the Cooperation Agreement was binding remained a matter for the counterclaim.

On misrepresentation, the preambles of the guarantee did not represent that Ripple would provide further ODL services. They referred to the existing agreements, and the guarantee expressly survived any failure by Ripple to perform and was payable on demand.

On duress, applying Oon Swee Gek v Violet Oon Inc Pte Ltd [2024] 6 SLR 313, there was no argument or evidence that the alleged threats compelled anyone's will or were illegitimate. Lawyers for the guarantors reviewed and approved the deed before signing, and counsel conceded that the duress assertions contradicted the misrepresentation case.

On consideration, none was needed because the guarantee was a deed, and the argument repeated the rejected misrepresentation point.

From the judgment