Ripple Markets APAC Pte. Ltd. v I-Remit, Inc. and others

Ripple Labs Singapore Pte Ltd (RLSG) agreed with I-Remit, Inc (IRI), a Philippine remittance company, under a Master XRP Commitment to Sell Agreement effective 16 May 2022, to make the digital asset XRP available for IRI to buy. It was undisputed that IRI bought XRP four times in November 2022 and was invoiced US$16m, due on 18 November 2022, and that the invoice remains unpaid. Over the following two years IRI, through its then chief financial officer Ms Bernadette Cindy Cue Tiu, acknowledged the debt and proposed payment plans, but paid nothing on the invoice. RLSG was amalgamated into Ripple Markets APAC Pte Ltd (RMA) on 1 October 2023, after RLSG emailed notice of the amalgamation on 30 September 2023 to one of IRI's three designated addressees.

RMA sued IRI, Ms Tiu and her father Mr Ben Chua Tiu, an IRI director and stockholder, in HC/OC 777/2024. An Assistant Registrar granted summary judgment against IRI for US$16m with late payment charges to be assessed and post-judgment interest at 5.33%, and for breaches of clauses on incurring debt and providing financial information, but refused summary judgment on the other claims and against the Tius. IRI appealed in HC/RA 100/2026 and the Tius in HC/RA 101/2026. The Tius withdrew part of their appeal at the hearing.

1. Whether IRI had a bona fide defence to the invoice claim because RMA failed to give contractual notice of the amalgamation.
2. Whether IRI breached the covenant not to incur indebtedness other than permitted indebtedness while the invoice was unpaid.
3. Whether IRI breached its obligation to provide financial information reasonably requested.
4. Whether the Tius had standing to appeal against judgment entered only against IRI.

RLSG's rights vested in RMA on amalgamation under s 215G(c) of the Companies Act 1967. Clause 9(d) required notice only of an assignment of rights; it said nothing about liabilities, the contract used the word amalgamate elsewhere when it meant it, and its references to transfer and successors did not widen it. In any event, clause 9(b) made notice to the listed emails effective but did not make that the only valid notice. IRI admittedly received the 30 September 2023 email through its treasury head, a proper recipient, so it had actual notice. Ms Tiu's 2024 replies to RMA's lawyers accepted the debt was owed to RMA, and the court found the later reliance on these clauses a bad faith attempt to avoid paying through a contrived defence. RMA undertook to credit US$199,990 received in September 2024, and the court expected it to do so.

On indebtedness, the 2022 figures did not show when debt was incurred, but the 2023 financial statements showed reduced unused credit facilities while the invoice was unpaid, a prima facie breach. Bank drawdowns were not unsecured debts to trade creditors, and IRI had not pleaded the extrinsic facts needed to read the term more widely.

On financial information, RMA's affidavit gave no reasons for its request, so the court could not judge whether it was reasonable; reasons offered in submissions were evidence from the bar and in any case unconvincing.

As the invoice judgment stood, RA 101 failed regardless of standing, which was left undecided.

Kristy Tan J allowed RA 100 in part. Judgment against IRI on the invoice claim, the late payment charge, post-judgment interest and the indebtedness claim was upheld, but judgment on the financial information claim was set aside and summary judgment on it dismissed. RA 101 was wholly dismissed. Costs were re-fixed: IRI to pay RMA S$18,000 for RA 100, S$13,000 for SUM 3465 and S$13,000 for the action on the two claims; the Tius to pay RMA S$10,000 for RA 101.