Ong Seow Lee v Lee Ee Foong

Appellant(s): Ong Seow Lee

Respondent(s): Lee Ee Fong

• YA Datuk Mohamed Zaini Bin Mazlan
• YA Dato' Faizah Binti Jamaludin
• YA Dato' Hajah Aliza binti Sulaiman

• The parties, who were friends, agreed to jointly fund the purchase of Bitcoin mining machines, with the appellant contributing RM70,000.00 by cheque; when the venture underperformed, the parties agreed this sum would instead be treated as a friendly loan owed by the respondent to the appellant.
• Cryptocurrency generated from the venture was credited to a Binance wallet in the appellant's name, and it was undisputed that at least 50 units of Litecoin were present in that wallet; the respondent claimed the parties orally agreed these units would be accepted as full repayment of the loan, which the appellant denied.
• The appellant later demanded repayment of RM70,000.00 in cash (which went unanswered by the respondent), and sued for the debt; the respondent pleaded payment via the Litecoin and counterclaimed for an alleged overpayment based on the asset's market value.

• What is the legal effect, under section 64 of the Contracts Act 1950, of tendering a digital asset (not being legal tender) in satisfaction of a monetary debt, and whether a creditor's agreement to accept such substituted performance may be inferred from conduct rather than express words.
• Whether the respondent (debtor) discharged his burden of proving, on a balance of probabilities, that the appellant (creditor) had agreed to accept the 50 units of Litecoin as full satisfaction of the RM70,000.00 loan, notwithstanding the absence of contemporaneous written proof of such an accord.
• Whether the High Court was entitled to reverse the Magistrate's findings, given that the Magistrate had proceeded on an erroneous legal premise that repayment required actual receipt of cash rather than assessing whether an accord and satisfaction had been reached.

• The Court held that cryptocurrency, though not legal tender under the Currency Act 2020, may validly discharge a monetary debt under section 64 of the Contracts Act 1950 where the creditor agrees—expressly or by objectively inferred conduct—to accept it in satisfaction of the obligation; mere volatility or non-legal-tender status does not preclude this.
• On the facts, the Court found that the respondent had proved, on the balance of probabilities, that the appellant agreed to accept the 50 units of Litecoin as full repayment, based on the cumulative effect of the respondent's direct evidence of the oral agreement together with the appellant's conduct (retaining the Litecoin, discussing its value/conversion, and seeking help to sell it rather than rejecting or returning it).
• The Court held that the Magistrate's decision was plainly wrong because it proceeded on an erroneous legal premise (that repayment necessitated cash receipt), entitling the High Court to intervene and reassess the evidence; the appeal was accordingly dismissed and the High Court's order (including dismissal of the counterclaim, since the alleged asset valuation was unproven) was affirmed, with costs of RM30,000.00 awarded against the appellant.