Terraform Labs Pte Limited v Wintermute Trading Limited

When construing a document-production order carrying potential contempt consequences, the court must identify what the order means, rather than amend it to reflect what a party hoped it would require. The words must be given their natural and ordinary meaning in context, including the order’s purpose and the circumstances in which it was made. A requirement to produce files containing code created for a specified purpose requires production of the whole file if it contains at least one relevant line of code. It does not extend to files containing no such code merely because they are referenced by, or used with, a relevant file. The order is not limited by code type or programming language unless its wording provides that limitation.

Terraform sought evidence from Wintermute for use in United States proceedings brought by the Securities and Exchange Commission concerning alleged misrepresentations about crypto-assets known as UST and LUNA. A letter of request led to a production order made by the Senior Master on 7 December 2023 under the Evidence (Proceedings in Other Jurisdictions) Act 1975.

The order required production of the file containing code created between 1 February and 9 May 2022 in order to enter into defined transactions. Wintermute produced four PDF files. Terraform alleged that further code, including trading algorithms and referenced files, was required. The central issues were the meaning and scope of the production order, whether full compliance should be declared, and what further production, if any, should be ordered.

The application was not granted in the terms sought. The court declined to determine finally whether Wintermute had fully complied with the production order and declined to declare a breach. It instead clarified the order’s meaning and required further production in accordance with that clarification, save to the extent the documents had already been produced.

1. Construction of the order. The sole task was to construe the order, not to amend it. The words were to receive their natural and ordinary meaning in their context, including the historical context, the order’s object and the reasons for making it. Because non-compliance might later support contempt proceedings, the order had to be clear, unequivocal and strictly construed: Pan Petroleum AJE Ltd v Yinka Folawiyo Petroleum Co Ltd [2017] EWCA Civ 1525, applying JSC BTA Bank v Ablyazov (No. 10) [2015] UKSC 64 and the earlier authority referred to there.
2. “Created” meant written code. A line of code was also created when amended, but not when deleted. The order required production of the whole file if it contained one or more lines created during the relevant period for the relevant purpose. It did not require production of a file containing no such lines, whether or not that file was referenced by, or used with, a relevant file.
3. The order covered any computer code needed for the relevant purpose, including data-collection, trading-logic, execution, integration and connectivity code. It was not confined by programming language, by code necessary only to understand execution, or to code created solely for the relevant purpose. Conversely, code created solely to alter Wintermute’s general transaction processes was outside the order. Transfers were not themselves defined transactions, although they might be necessary to enter into them.
4. The court lacked power under the Evidence (Proceedings in Other Jurisdictions) Act 1975 to order documents outside the letter of request or documents other than particular documents specified as appearing likely to be within the respondent’s possession, custody or power. Section 2(4) was material to that limit. Native Python production was not required because the letter of request required electronic production only.
5. The evidential imbalance between the experts made a breach finding unfair. The court rejected both the proposal to disregard Wintermute’s expert evidence and draw adverse inferences and the proposed repository inspection order. The omission in the accompanying sworn statement had been remedied; the substantive question remained whether further files ought to have been produced.

Not an appellate judgment. The judgment records earlier procedural steps in the same proceedings, including the Senior Master’s production order of 7 December 2023 and the court’s earlier judgment, cited as [2024] EWHC 141 (KB).