Key Facts
- •Terraform Labs Pte Limited (Terraform) sought documents from Wintermute Trading Limited (Wintermute) under a production order issued by the High Court pursuant to the Evidence (Proceedings in Other Jurisdictions) Act 1975.
- •The documents were needed for US legal proceedings where Terraform is a defendant, alleging Wintermute participated in a strategy that caused significant losses.
- •The production order requested code created between February 1 and May 9, 2022, to facilitate trades in cryptocurrencies UST and LUNA.
- •Wintermute produced some documents but Terraform disputed their sufficiency.
- •The court considered the interpretation of the production order, Wintermute's compliance, and potential contempt proceedings.
Legal Principles
Court orders are to be construed objectively and in their context, including the reasons given for making the order.
Pan Petroleum AJE Ltd v Yinka Folawiyo Petroleum Co Ltd [2017] EWCA Civ 1525 and JSC BTA Bank v Ablyazov (No. 10) [2015] UKSC 64
Orders under the Evidence (Proceedings in other Jurisdictions) Act 1975 cannot require production of documents outside the scope of the letter of request, or documents not specified in the order.
Rio Tinto Zinc Corporation v Westinghouse Electric Corporation [1978] AC 547 and Evidence (Proceedings in other Jurisdictions) Act 1975, s.2(4)
An order must be unambiguous to avoid disputes in contempt proceedings.
Gee on Commercial Injunctions (7th Edn), paragraph 4.001
Outcomes
The court did not determine whether Wintermute fully complied with the production order due to evidentiary imbalances.
The court found an imbalance in expert evidence, with Wintermute's expert having access to code and information not available to Terraform's expert. This prevented a fair determination on the current evidence.
The court clarified the interpretation of the production order, specifying what constituted 'created' code and clarifying the scope of the 'file' requirement.
The court adopted a restrictive interpretation, finding that the order required only files containing code written for the relevant purpose during the relevant period, not all files used in connection with those trades. The court also defined 'code' broadly.
The court ordered Wintermute to produce further documents based on its clarified interpretation of the production order.
The court found Wintermute may have applied an unduly narrow interpretation and ordered production of specified code, but rejected Terraform's broader requests as exceeding the order's scope.
The court rejected Terraform's request for an order requiring production in native Python format and for inspection of Wintermute's code repository.
These requests were not specified in the letter of request and the production order only allowed for inspection if producing electronic or photocopies was impractical.
The court did not find Wintermute in breach of paragraph 3 of the production order regarding the sworn statement.
The initial omission was remedied, and the court considered the substance of the issue (whether the entirety of the documents had been produced) rather than a technical breach of the accompanying statement.