Executive Summary: Key Legal and Evidentiary Issues

• Whether TNT Tactical Training Ltd. and 2807851 Ontario Inc. had an enforceable agreement in January 2022 for the purchase and sale of 3.55 Bitcoin was the pivotal question on the summary judgment motion.
• Contract formation principles were central, as the court applied the objective test requiring a meeting of the minds on all essential terms, including quantity and price.
• Under the parties' August 2021 framework, a binding transaction crystallized only when a quote was provided by 280 and accepted in writing by TNT — no quote was ever issued for the January 2022 transfer of $171,791.
• Evidence showed the communications between the principals addressed only the wiring and tracking of funds, without agreement on quantity, price, timing, or any objective pricing mechanism.
• Claims of fraud, sham corporation, and fraudulent misrepresentation were deemed abandoned, with no evidence advanced capable of supporting them, and no basis existed to impose personal liability on the individual defendants.
• Restitution, rather than damages for breach of contract or specific performance, was held to be the appropriate remedy where a payment is made in anticipation of a contract that is never concluded.

Facts of the case

TNT Tactical Training Ltd. ("TNT") sued 2807851 Ontario Inc. ("280") and its principals, Ajay Dhingra and Aaron Hunte, in the Ontario Superior Court of Justice, seeking summary judgment to enforce a purported agreement to purchase Bitcoin ("BTC"). TNT asked for an order compelling 280 to deliver 3.55 BTC or, alternatively, damages in Canadian dollars sufficient to purchase 3.55 BTC on the day before judgment. The relationship began with a written agreement dated August 26, 2021. Under that arrangement, TNT wired $48,000 to 280's lawyers on August 30, 2021, receipt was confirmed the same day, 280 provided a quote the next day, TNT approved it in writing, and the BTC was transferred to TNT's wallet within a couple of days. On December 15, 2021, TNT's principal, Ken Seto, approached Hunte about another purchase. On January 24, 2022, Hunte emailed wiring instructions for a Toronto Dominion Bank account, and TNT wired $171,791 the next day. According to Hunte's unchallenged evidence, the funds did not post to the account until sometime in February or March 2022. Between January 25 and April 21, 2022, Seto texted Hunte repeatedly, focusing on tracking down the money and asking for its return once located; Hunte often did not respond and admitted on cross-examination that he got busy with other projects and did not deal with the issue as promptly as he should have. Receipt of the funds was never formally confirmed, no quote was ever sent or approved, and no BTC was purchased or transferred. Nothing further happened for almost two years until TNT served 280 with a notice of arbitration on January 24, 2024. 280 then tried to return the funds with interest, but TNT refused and instead commenced this action on February 24, 2024, claiming 3.55 BTC based on a market "spot price" of $46,625.42 per unit.

Contractual terms at issue

The August 2021 agreement set out a multi-step process: TNT would send money to 280 to be held in trust; upon receipt, 280 would confirm the funds and provide a quote including the price and quantity of BTC; and TNT could accept or reject that quote. Critically, the agreement expressly stated that the parties would have no legal obligation to buy or sell BTC unless both agreed in writing to a purchase order setting out the type, quantity, and price of the cryptocurrency. Its written terms also provided that the agreement expired within five business days of non-activity between the parties, unless terminated earlier in writing. On the motion, TNT acknowledged that the August 2021 agreement had expired by the time the money was wired in January 2022, and argued instead that the emails between Seto and Hunte in December 2021 and January 2022 about wiring the money constituted the agreement, such that the transfer of funds triggered a contractual or fiduciary obligation on 280 to provide a quote.

The court's reasoning and analysis

Justice E. Chozik applied established contract formation principles: a valid agreement requires offer, acceptance, consideration, and terms, and while a contract need not be in writing, the parties must objectively manifest an intention to be bound and agree on all essential terms, citing Garrett v. Niagara-on-the-Lake Sailing Club, 2023 ONSC 2891, and Owners, Strata Plan LMS 3905 v. Crystal Square Parking Corp., 2020 SCC 29. Drawing on Bawitko Investments Ltd. v. Kernels Popcorn Ltd., the court noted that where essential terms have not been settled, a preliminary agreement to contract cannot constitute an enforceable contract, and a court cannot fill in essential missing terms. Applying these principles, the court found that under the August 2021 framework the transfer of funds was not itself a contract to purchase BTC but only the first step in a multi-step process; a binding agreement crystallized only when a quote was provided and accepted in writing. Since no quote was provided after the January 2022 transfer, there was no mutual agreement. The communications between Seto and Hunte contained no agreement on quantity, price, timing of acquisition, method of pricing, or any objective mechanism to determine those terms — at most, they showed an intention to explore another transaction. Given the acknowledged volatility of BTC, price and quantity were fundamental rather than ancillary terms, and wiring the money alone left too much uncertainty to give rise to an enforceable agreement or fiduciary obligation. The court also held that where a putative buyer makes a payment in anticipation of a contract that is never concluded, the remedy is restitution for unjust enrichment, not breach of contract damages, citing Lu v. 421688 B.C. Ltd., 2020 BCSC 93. Because no enforceable contract existed, there was no basis to impose personal liability on Dhingra or Hunte, no evidence supported the pleaded allegations of fraud, sham corporation, or fraudulent misrepresentation, and there was no evidence Dhingra was involved in the failed transaction at all beyond being copied on an email about the wiring instructions.

Ruling and outcome

In the decision released on July 6, 2026, the court dismissed TNT's motion for summary judgment, making the defendants the successful parties on the motion. Rather than awarding specific performance or damages as if a sale had been completed, the court ordered 280 to return the funds to TNT with interest, as the defendants had already agreed to do in their Statement of Defence — reflecting the $171,791 TNT had wired in January 2022, though the exact total including interest was not specified in the decision. On costs, the parties were urged to agree; failing that, 280 was to serve and file costs submissions of no more than three pages by July 14, 2026, with TNT to respond by July 28, 2026, and no reply permitted.