Executive Summary: Key Legal and Evidentiary Issues

• The central issue was whether a Norwich order — an equitable pre-action discovery remedy — should be granted to compel two cryptocurrency exchanges to disclose information about the Subject Wallets.
• Plaintiffs alleged breach of contract, misappropriation of crypto assets, and breach of trust in connection with the creation and distribution of a meme coin called TDCCP.
• Disputed facts include whether approximately USD $3,131,111.66 worth of SOL (22,243.77 SOL) sent by the Plaintiffs to the Defendants remains unaccounted for.
• Courts require a Norwich order applicant to show, among other things, that the third party is the only practicable source of the needed information — a threshold the Plaintiffs failed to meet.
• Privacy interests of unknown wallet holders weighed against disclosure, as there was no allegation that those holders had themselves acted fraudulently.
• Procedural concerns arose regarding whether the proceeding was properly commenced in Toronto, given that the Defendants reside in Thornhill and Markham.

Facts of the case

Nivora Group LLC, incorporated under the laws of Sharjah Media City, United Arab Emirates, and Action Action Action LLC ("AAA"), a New York corporation, brought a motion against three individual defendants — Tang Ping, William Fuwei (also known as Qi Fuwei, William Qi, and William Wang), and Thomas Zhai (also known as Liaogao Zhai) — all residing in Thornhill and Markham, Ontario. AAA was formed to serve the Himalayan Farm Alliance Committee, a volunteer movement advocating against the Chinese Communist Party. Nivora purchased AAA's right of action on or about June 27, 2025, and had no prior involvement in the underlying facts.

The Defendants, described as influencers in the Community with extensive experience in art and blockchain development, were engaged by the Plaintiffs to create a cryptocurrency token called TDCCP — short for "Take Down the Chinese Communist Party." TDCCP was a meme coin with no inherent financial value, described in the governing White Paper as a collectible emblematic of the community's advocacy. To convert TDCCP into cash, it would first need to be traded into either USDC (a crypto asset pegged to the US Dollar) or SOL (a token on the Solana blockchain, worth approximately USD $140 at the relevant time), and then exchanged into fiat currency. On February 20, 2025, the Defendants minted the entire fixed supply of 640 million TDCCP tokens in keeping with the White Paper.

Between March and May of 2025, some TDCCP was converted into USDC and SOL and transferred to 22 wallets (the "Subject Wallets"), with the Defendants stating they controlled 20 of them. The value of SOL and USDC transferred to the Subject Wallets was USD $6,229,741.84, with all transactions occurring on the Kraken platform — a registered crypto asset trading platform in Ontario. The Plaintiffs alleged that all funds transferred to the Subject Wallets were misappropriated and that the Defendants profited from those funds while in their possession. In May 2025, the Defendants handed off private keys for wallets containing the majority of remaining TDCCP to the Plaintiffs. The Plaintiffs subsequently sought a Norwich order against the Kraken Exchange and the VirgoCX Exchange to determine what happened to the funds in the Subject Wallets.

Terms of the White Paper at issue

The parties documented their agreement in a White Paper, which outlined the distribution of TDCCP's total fixed supply of 640 million tokens as follows: 1% (5 million tokens) to Community members in Phase 1; 10% (64 million tokens) publicly available through a public mint in Phase 2; 10% (64 million tokens) in a liquidity pool in Phases 3 and 4; another 10% (64 million tokens) through an expansion in Phase 5; 64% (412 million tokens) held in lock-up, to be released in stages through August 2027; and 5% (32 million tokens) distributed to the development team as the "Community Fund" for technology development, marketing and promotion, and community building. The parties disputed the scope of the Community Fund: the Defendants contended it covered all operational costs including developer compensation, while the Plaintiffs maintained that any disbursement from the Community Fund required their express authorization. The parties also agreed that, on March 4, 2025, 32 million TDCCP tokens were distributed to the Defendants as the Community Fund, initially deposited into a wallet beginning with "9oXY" controlled by Tang Ping. Five million of those tokens were then transferred to a wallet beginning with "F3cY" and converted into 309,307.44 USDC, which was subsequently transferred into three of the Subject Wallets — all controlled by the Defendants.

Court's reasoning and analysis

Justice Merritt acknowledged that the Plaintiffs had established a bona fide claim — the threshold being merely that the claim not be frivolous or vexatious — for breach of contract, misappropriation of crypto assets, and breach of trust. The court also accepted that the Exchanges had a sufficient connection to the alleged wrongs beyond being mere witnesses, and that the Plaintiffs had agreed to indemnify the Exchanges for their costs.

However, the motion failed on the third requirement: that the Exchanges be the only practicable source of the requested information. The court found this was not satisfied because the Defendants had already provided substantial information by way of affidavit evidence and cross-examinations and had not refused to provide further information. The court noted that the Plaintiffs could pursue the information through the normal discovery process, including, if necessary, a motion for third-party production under r. 30.10 of the Rules of Civil Procedure. The court rejected the Plaintiffs' argument that a Norwich order would save costs, noting that saving parties money is not a proper purpose for the remedy, which is not intended to serve as a substitute for or a means to circumvent the normal discovery regime.

The court also found that the interests of justice did not favour granting the order. The unknown wallet holders had not been alleged to have acted fraudulently, and their privacy and confidentiality interests weighed against disclosure at this stage. Further, the court observed that the Plaintiffs' claimed urgency was undermined by their own delays: they had known about the assets since at least May 2025, commenced the action on October 23, 2025, and did not retain an expert until February 19, 2026. Any assets truly at high risk of dissipation had likely already been dissipated by the time of the motion. Finally, the court flagged a potential venue issue — noting that the proceeding was commenced in Toronto, but the Defendants reside in Thornhill and Markham, and there appeared to be no rational connection to Toronto — and directed the parties to arrange a case conference to consider transferring the proceeding to Newmarket.

Ruling and outcome

The Plaintiffs' motion for a Norwich order was dismissed. The Defendants were the successful party on the motion. No monetary award or damages were ordered at this stage; costs were left to be determined, with the court encouraging the parties to agree and providing a schedule for brief written submissions if they could not. The exact amount of costs, if any, had not been determined as of the date of this decision.