Court grants stay of execution in Ripple Markets Apac Pte Ltd v P Dot Money Limited & Anor case

Citation: [2024] EWHC 156 (Comm)
Judgment on

Introduction

The case Ripple Markets Apac Pte Ltd v P Dot Money Limited & Anor provides an insightful look into applications for stays of execution and the setting aside of default judgments within the context of commercial contractual disputes. The case deals intricately with the procedural steps taken by both parties and the legal principles that govern such proceedings.

Key Facts

Ripple Markets Apac Pte Ltd (“C”) held default judgments against P Dot Money Limited (“Taasai” or “D1”) and another individual (“D2”) concerning an agreement dubbed “Master XRP Commitment to Sell Agreement” (CTSA). Taasai was accused of failing to pay for digital assets (XRP) made available under the CTSA, and D2 was charged with procuring Taasai’s alleged breach of contract.

Despite the default judgments, the Defendants applied to stay execution of these judgments and subsequently set them aside. The stay was justified on the basis that the Defendants were not initially aware of the proceedings due to a change of address and name branding, and they contended that they had strong defenses.

Stay of Execution Principles

The court referenced CPR 83.7 that lays down the circumstances under which a stay of execution might be granted, mainly focusing on whether there are “special circumstances” which render it inexpedient to enforce the judgment or order, or whether the defendant is unable to pay.

Solid Grounds for Defense

The court weighed the Defendants’ argument that Taasai’s arrangement with C was a revolving facility used for working capital, which would not be repayable on such cliff-edge terms, and D2’s claim that there was no adequate pleading of a cause of action against them.

Principles Regarding Setting Aside Judgements

The court drew on principles such as the need for claimants to be explicit about their intended set-off claim and the requirement for directors to act without bad faith and within the scope of their authority to avoid liability for inducing a breach of contract.

Fiduciary Liability and Bad Faith

The case raised the question as to whether D2, presumably a director, had induced breach of contract in bad faith or acted beyond his authority, as established in Said v Butt and expanded upon in Bowstead & Reynolds on Agency, potentially informing the enforcement or setting aside of the default judgment.

Outcomes

The court decided to grant a stay of execution as it pertains to D2 due to a likely successful defense. With respect to Taasai, a stay was granted on conditions due to the acknowledgment of potential alternative interpretations of the CTSA that were not considered at the time the default judgments were obtained.

The conditions imposed on Taasai for the stay involved either payment into court or provision of acceptable security for the judgment amount, along with providing an affidavit of their assets.

Conclusion

The Ripple Markets Apac Pte Ltd v P Dot Money Limited & Anor case illustrates the complex interplay between procedural rules and substantive legal principles particularly around stays of execution and setting aside default judgments in commercial disputes. It underscores the importance of clear communication and the adherence to procedural protocols, whilst balancing the interests of justice against the pressing need to resolve business uncertainties expeditiously. The judgment also demonstrates the court’s flexibility in imposing conditions to maintain the status quo, carefully tailored to ensure fairness and justice for all parties involved, pending the resolution of the substantive dispute at a set aside application.

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