Chen v Blockchain Global Ltd - [2025] VSC 216

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE
COMMERCIAL COURT
TECHNOLOGY, ENGINEERING & CONSTRUCTION LIST

S ECI 2020 03554

JIN CHEN	Plaintiff/Defendant by First Counterclaim/Defendant by Second Counterclaim
v
BLOCKCHAIN GLOBAL LTD (IN LIQUIDATION) (ABN 82 601 628 497) & ORS	Defendants/Plaintiffs by Counterclaim
(according to the attached Schedule)

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JUDGE:	Attiwill J
WHERE HELD:	Melbourne
DATE OF HEARING:	23 April 2025
DATE OF JUDGMENT:	29 April 2025
CASE MAY BE CITED AS:	Chen v Blockchain Global Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 216

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DEED – Bitcoin – Whether clause is implied in a deed concerning release of security over Bitcoin – Whether other clauses implied in the deed that the obligations of a party under the deed are dependent upon the performance of another party’s obligations under the deed – Where clause is implied in the deed concerning release of security over Bitcoin – Where other clauses not implied in the deed – Where one defendant is in liquidation and the other defendants did not appear – Where a counterclaim of one of the defendants who did not appear was dismissed – Where plaintiff did not seek final relief on his claims given a freezing order in other proceedings in this Court – Question of plaintiff’s final relief adjourned for further hearing – Hacer Group Pty Ltd v Euro Façade Tech Export Sdn Bhd [2022] VSC 373, BP Refinery (Westernport) Pty Ltd v Shire of Hastings (1977) 180 CLR 266 , Grocon Constructors (Victoria) Pty Ltd v APN DF2 Project 2 Pty Ltd [2015] VSCA 190, Hart v Macdonald (1910) 10 CLR 417, Vakras v Cripps [2015] VSCA 193, considered and applied.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff/Defendant by First Counterclaim/Defendant by Second Counterclaim	Mr S R Horgan KC	KCL Law
For the First Defendant/Plaintiff by First Counterclaim	No appearance	N/A
For the Second Defendant/Plaintiff by Second Counterclaim	No appearance	N/A
For the Third Defendant	No appearance	N/A

HIS HONOUR:

INTRODUCTION

The plaintiff, Mr Jin Chen, seeks to enforce a settlement deed (Deed) made on 22 June 2018. It was made between Mr Chen; ACX Tech Pty Ltd (ABN 48 600 876 622) (ACX Tech); the first defendant, Blockchain Global Limited (ABN 82 601 628 497) (BGL); Peak Hong Kong Limited (ARBN 615 938 899); the second defendant, Mr Liang Guo (also known as Allan Guo) and the third defendant, Mr Xi Samuel Li (also known as Sam Lee). The purpose of the Deed was to formalise the arrangements related to Mr Chen’s exit from ACX Tech and BGL as well as to settle disputes between the parties on a without admissions basis (recital H of the Deed). Clause 3.1 of the Deed is of central importance. It provides:

3. POST SETTLEMENT
3.1 Post-Settlement Payments
(a)BGL will transfer to Jin the Second Instalment 30 days after Settlement.
(b)BGL will transfer to Jin the Final Instalment on or before 30 September 2018.
(c)To secure payment of…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Chen v Blockchain Global Ltd

Details

AGLC: Chen v Blockchain Global Ltd [2025] VSC 216
Case: [2025] VSC 216
Decision Date: 29 April 2025

CaseChat Overview and Summary

The matter in Chen v Blockchain Global Ltd came before the Supreme Court of Victoria, where the plaintiff sought to enforce a deed concerning Bitcoin. The defendants, Blockchain Global Ltd and others, were involved in the dispute, with one defendant being in liquidation and the others not appearing. The primary legal issue was whether certain clauses should be implied in the deed concerning the release of security over Bitcoin and the dependency of the obligations of a party under the deed on the performance of another party’s obligations. The court examined the nature of the deed and the parties' intentions as expressed in the document.

The court applied principles from precedent cases such as Hacer Group Pty Ltd v Euro Façade Tech Export Sdn Bhd, BP Refinery (Westernport) Pty Ltd v Shire of Hastings, Grocon Constructors (Victoria) Pty Ltd v APN DF2 Project 2 Pty Ltd, Hart v Macdonald, and Vakras v Cripps. It was determined that a clause concerning the release of security over Bitcoin could be implied in the deed based on the context and the parties' conduct. However, other clauses that suggested a dependency between the obligations of the parties were not implied as they did not align with the clear intentions expressed in the deed. The court also dismissed a counterclaim from one of the absent defendants and noted that the plaintiff did not seek final relief on his claims due to a freezing order in other proceedings, leading to an adjournment of the question of final relief.

The outcome of the decision was that a clause regarding the release of security over Bitcoin was implied in the deed, while other clauses were not. The counterclaim from one defendant was dismissed, and the plaintiff’s request for final relief was adjourned pending further proceedings. The court’s reasoning was based on a careful analysis of the deed's content and the applicable legal principles, ensuring that the implications drawn were consistent with the intentions of the parties involved.

Orders