Orbis Blockchain Technologies Ltd v MB Technology Ltd - [2024] NZSC 71

IN THE SUPREME COURT OF NEW ZEALAND

I TE KŌTI MANA NUI O AOTEAROA

SC 28/2024
[2024] NZSC 71

BETWEEN	ECOMI TECHNOLOGY PTE LIMITED Applicant
AND	MB TECHNOLOGY LIMITED Respondent

SC 29/2024
BETWEEN	ORBIS TECHNOLOGY LIMITED Applicant
AND	MB TECHNOLOGY LIMITED Respondent

Court:	Glazebrook, Ellen France and Miller JJ
Counsel:	C P Browne and J P Rea for Applicant in SC 28/2024 M Heard and R M Keane for Applicant in SC 29/2024 J S Cooper KC and S A Barker for Respondent
Judgment:	20 June 2024

JUDGMENT OF THE COURT

AThe applications for leave to appeal are dismissed.

BThe applicants must pay the respondent one set of costs of $2,500.

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REASONS

This judgment addresses two applications for leave to appeal from the consolidated judgment of the Court of Appeal in Ecomi Technology Pte Ltd v MB Technology Ltd and Orbis Blockchain Technologies Ltd v MB Technology Ltd.[1]

Background

[1]Ecomi Technology Pte Ltd v MB Technology Ltd [2024] NZCA 47 (Katz, Hinton and Churchman JJ) [CA judgment]. Orbis Technology Ltd was previously known as Orbis Blockchain Technologies Ltd and was referred to by that name in the lower Courts’ decisions.

The issue is whether a claim in this proceeding, which is called the Orbis Action, was settled pursuant to a settlement agreement reached in related proceedings brought in Singapore and New Zealand. These are called the Singapore Action and the New Zealand Ecomi Action respectively. Clause 1.1 of the settlement agreement provided that:
1 FULL AND FINAL SETTLEMENT
1.1The Parties hereby irrevocably and unconditionally agree, without any admission as to liability, to a full and final settlement of all claims as between the Parties in respect of, arising directly or indirectly out of, or in connection with the Singapore Action and the New Zealand Ecomi Action, and the allegations made in the Singapore Action and the New Zealand Ecomi Action however so arising, on the terms and conditions of this Settlement Agreement. For the avoidance of doubt, this clause does not apply to the New Zealand Orbis Action.
The applicants say the language of the provision is apt to include allegations pleaded in the Orbis Action on the ground that an affidavit first filed in the Singapore Action in support of an application for freezing orders referred to these allegations. Specifically, the affidavit referred to a claim that the respondent was entitled to payment of bonus cryptocurrency tokens in connection with its investment in Orbis Technology Ltd.
The facts are complex. For our purposes, we adopt the account given in the judgment of the Court of Appeal.[2] The applications for leave to appeal are brought from the refusal of the Court of Appeal to strike out the bonus tokens claim or grant summary judgment.[3] In the High Court, Jagose J had also declined to strike out or grant summary judgment.[4] Both Courts held that the settlement agreement was not apt to include the bonus tokens claim, which is part of the Orbis Action.[5]

Our assessment

[2]CA judgment,…

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 Orbis Blockchain Technologies Ltd v MB Technology Ltd

Details

AGLC: Orbis Blockchain Technologies Ltd v MB Technology Ltd [2024] NZSC 71
Case: [2024] NZSC 71
Decision Date: 20 June 2024

CaseChat Overview and Summary

This case involves two applications for leave to appeal against the Court of Appeal's consolidated judgment in Ecomi Technology Pte Ltd v MB Technology Ltd and Orbis Blockchain Technologies Ltd v MB Technology Ltd. The applicants, Orbis Blockchain Technologies Ltd (formerly Orbis Technology Ltd) and Ecomi Technology Pte Ltd, seek to appeal the Court of Appeal's refusal to strike out the bonus tokens claim or grant summary judgment in the Orbis Action. The respondent, MB Technology Ltd, is the defendant in both proceedings.

The primary legal issue in these appeals is whether the settlement agreement reached in the Singapore Action and the New Zealand Ecomi Action fully and finally settles all claims between the parties, including the bonus tokens claim in the Orbis Action. The applicants argue that the language of the settlement agreement is broad enough to include the bonus tokens claim, while the respondent contends that the settlement agreement explicitly excludes the Orbis Action. The Court of Appeal and the High Court previously held that the settlement agreement does not apply to the Orbis Action.

The Supreme Court assessed the applications for leave to appeal, noting that appeals against judgments refusing strike-outs are only entertained in compelling circumstances. The Court found that the proposed appeals do not raise a question of general or public importance or a matter of general commercial significance. The settlement agreement must be interpreted under Singaporean law, and the broader significance of the Court's decision would be minimal. Furthermore, the Court noted that the applicants' claim about the unintended consequences of the judgment below should be addressed by the Courts below first. The Court concluded that the proposed appeals do not meet the criteria for leave to appeal, and the applications were dismissed. The applicants were ordered to pay the respondent's costs of $2,500.

Orders