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In brief

  • Singapore High Court in Rio Christofle v Malcolm Tan Chun Chuen [2023] SGHC 66 concludes that the bona fide buying and selling of cryptocurrency without a licence or exemption is not to be a contravention of licensing provisions where there is no “carrying on a business of providing any type of payment service”.
  • Three indicia suggest that a person is carrying on a business of providing a payment service: (1) whether profit has been made; (2) the number of transactions in question; and (3) whether the person is acting as an intermediary.


The facts of the case relate to arrangements for a back-to-back purchase and sale of Bitcoins (“BTC“) that went awry. Mr Rio Christofle (“Claimant“) had entered into an agreement, evidenced via Whatsapp messages with Mr Malcolm Tan Chun Chuen (“Defendant“) to sell 12.14 BTC to the Defendant for SGD 320,000 (“Agreement“). The Defendant was managing director of Qrypt Technologies Pte Ltd (“Qrypt“), which “held the exemption from holding a licence under the [Payment Services Act 2019 (“PSA“)] for the provision of a digital payment token service”, and the Claimant was a director and shareholder of GCXpress Commerce Pte Ltd (“GCX“), which the Claimant maintained had already ceased business by the time the Agreement was entered into.

The Defendant had arranged for a subsequent transfer of BTC to someone who identified himself as Kenneth (“TK“), and the parties (and/or their representatives) met in person on 1 December 2020 for the relevant exchange. The Claimant first made the transfer of BTC to Qrypt. Qrypt then transferred the BTC to TK, following which TK deleted his entire Telegram message history with the Defendant and TK’s representatives refused to release the cash to the Claimant.

The Claimant, not having received cash payment for the BTC sold, therefore sued the Defendant for a breach of the Agreement. The Defendant raised several arguments and, notably, the argument that the Agreement should be unenforceable due to illegality; neither the Claimant nor GCX had a licence or exemption to operate as a payment service provider under the Payment Services Act 2019 (“PSA“).

Section 5 of the PSA prohibits a person from carrying on a business of providing any type of payment service in Singapore, unless the person has in force a licence to do so or is otherwise exempt (“Section 5“).

The Defendant’s argument on the illegality of the Agreement was not in fact pleaded but only raised in closing submissions. Hence, Lee Seiu Kin J had to consider whether the Court could invoke illegality of its own motion and, in doing so, considered two questions:

  1. Whether the Agreement was ex facie illegal – specifically whether Section 5 expressly or impliedly prohibits contracts for the sale of cryptocurrencies
  2. Whether the Agreement had an illegal object. 

Decision of the High Court

Whether the Agreement was illegal and unenforceable

On question (1), the Court held that the Agreement was not ex facie illegal as the point of Section 5 is to penalise those caught providing cryptocurrency dealing or exchange services without the requisite licence or exemption, and not to prohibit all contracts formed in cases where a person has run afoul of Section 5.

On question (2), the Court held that the Agreement did not have an illegal object because there was no contravention of Section 5. In coming to this decision, Lee Seiu Kin J identified three indicia, based on the case of Public Prosecutor v Lange Vivian [2021] SGMC 11 (“Lange Vivian“), which suggest that a person is carrying on a business: 

  1. That a profit had been made
  2. The number of transactions 
  3. The role the person plays in the transactions, in particular whether they were acting as an intermediary. This was held to be an important factor distinguishing bona fide trading in cryptocurrencies from providing unlicensed digital payment token services, which would expose one to criminal liability under Section 5.

It was held that the Claimant was selling the BTC in his possession to the Defendant (acting on his own personal capacity or on behalf of Qrypt), and that this would not constitute the provision of any type of payment service, much less the carrying on of a business in providing a payment service. Hence, there was no contravention of Section 5 and, accordingly, the Agreement did not have an illegal object.

The proper parties to the Agreement

Notwithstanding the above, the High Court dismissed the Claimant’s claim on the basis that the Claimant and the Defendant are not the proper parties to the Agreement. GCX, and not the Claimant, is the proper party to the Agreement. The Claimant communicated with the Defendant via the GCX Chat, a chat group operated by GCX to facilitate transactions for cryptocurrencies and stated among others “thanks for trading with GCX”, and there was nothing in the Claimant’s messages which suggested that the Claimant was dealing in his personal capacity.

Further, Qrypt, and not the Defendant, was the other proper party to the Agreement. It was Qrypt that held the exemption from holding a licence under the PSA for the provision of a digital payment token service, and the Defendant could not have intended to enter into the Agreement in his personal capacity. Furthermore, the Defendant provided Qrypt’s bank details for the transaction.


The High Court’s decision in Rio Christofle v Malcolm Tan Chun Chuen [2023] SGHC 66 is the second one (following Lange Vivian) to discuss cryptocurrency transactions and the ambit of the licensing provisions under the PSA. The decision also provides a cautionary tale for persons trading cryptocurrency over-the-counter, who should look out for the following non-exhaustive matters when doing so:

  1. Where the agreement is entered into and evidenced in electronic communications, there should be consideration as to who the counterparty to the agreement is. You may be communicating with someone who is not the counterparty, but rather acting as an agent or a representative of the counterparty
  2. Whether the counterparty is identifiable, apart from the counterparty’s wallet address. This is to ensure that, in the event of a dispute, there is a person against whom the party can take legal recourse
  3. Whether the parties, and any intermediaries involved in the trade, carry on a business of providing any payment services. If so, whether those persons are licensed under s 5 of the PSA or is otherwise exempt to do so.

If you have any questions on the implications of this decision or wish to discuss this further, please contact us to find out more.

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Stephanie Magnus co-heads the Asia Pacific Financial Institutions Group and heads up the Financial Services Regulatory Practice Group in Singapore. Stephanie is ranked Band 1 for FinTech in Singapore by Chambers FinTech 2020. She is also ranked as a Leading Individual for Financial Services Regulatory: Local Firms in Singapore by Legal 500 Asia Pacific 2020. She is recognised as a leading lawyer for Banking & Finance: Regulatory in Singapore by Chambers Asia Pacific and Chambers Global 2020. Stephanie was quoted in Chambers Asia Pacific for her "timely, practical and business-oriented" advice, with a "deep understanding of the regulatory regime." She is also recognised as "very business-savvy and brilliant every time," and is admired for her "very strong grasp of the legal issues from both a technical and practical perspective."


Eunice is a principal in the Financial Services Regulatory practice group of Baker McKenzie's Singapore office and a member of the Firm's Global Financial Services Regulatory Steering Committee. Eunice has extensive experience in regulatory, legal and compliance matters in the financial services and fintech sectors. Her clients include banks, investment managers, broker-dealers, payments companies and other financial institutions.
Eunice is consistently recognised as the Next Generation Partner for Financial Services Regulatory in Legal 500 Asia Pacific. Clients have described her as: “an exceptional lawyer with deep knowledge of financial services; "commercial and solutions-oriented and has an excellent relationship with the regulator which is of benefit to her clients"; "singled out for being smart and having the ability to navigate the Singapore regulatory landscape"; "is responsive, pleasant and willing to explore different parameters" and "is outstanding in that she always carefully and clearly explains the situation and background of the issue so that we can fully understand it, she always has a quick response and she has a deep understanding of the financial industry and our company."
Eunice is a frequent speaker at legal and financial industry seminars and forums. She also regularly assists clients in coordinating industry responses and participate in consultation with the Monetary Authority of Singapore on policy and legislative changes.


Ying Yi is a Local Principal in the Financial Services Practice Group of Baker McKenzie Wong & Leow in Singapore. She focuses on regulatory and compliance issues in the financial services sector. She is ranked Next Generation Partner for Fintech and Financial Services Regulatory: Local Firms by Legal 500, Up and Coming for Banking and Finance: Regulatory in Singapore by Chambers Asia Pacific and Band 3 for Fintech Legal in Singapore by Chambers Fintech.
She is described as an "outstanding lawyer" who is "praised for being in touch with market developments and going the extra mile to understand client needs" by Legal 500 Asia Pacific. Chambers Asia Pacific cites her strengths as "responsive and genuinely cares about her clients and their business goals. She is very well connected and tuned into the latest regulatory developments, especially in the fintech, digital payments and blockchain space".

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