No signed quote, no contract - and no Bitcoin windfall for the buyer
An Ontario court refused to order a numbered company to deliver Bitcoin to a would-be buyer, finding no binding purchase contract ever existed.
The Ontario Superior Court of Justice dismissed a summary judgment motion on July 6, 2026, in a dispute over a cryptocurrency purchase that was never completed (TNT Tactical Training Ltd v. 2807851 Ontario Inc., 2026 ONSC 3950).
The plaintiff, an Ontario company, had wired $171,791 to a numbered Ontario company on January 25, 2022, expecting to buy Bitcoin. No coins were ever delivered. Nearly two years later the buyer sued, asking the court to compel delivery of 3.55 BTC or award enough cash to buy that quantity the day before judgment.
The court declined. It found the parties never formed an enforceable contract to buy or sell Bitcoin.
The two sides had done business before. Under an August 2021 written agreement, the buyer wired funds, the seller sent a quote setting the quantity and unit price, and the buyer approved it in writing before any Bitcoin changed hands. That deal closed within days.
The January 2022 attempt never reached that stage. After the buyer wired the money, no quote was sent and none was approved. According to the ruling, the buyer's principal spent the following months asking the seller to track down and return the funds rather than requesting a quote. Receipt of the money was never formally confirmed, and no Bitcoin was purchased.
The buyer argued that emails about wiring the money, together with the transfer itself, created a binding agreement or a fiduciary duty for the seller to provide a quote. The court disagreed. It held that price and quantity were essential terms, and given Bitcoin's acknowledged volatility, they could not be left open or supplied by a judge. The judge found that "wiring the money alone did not give rise to an enforceable agreement."
That distinction shaped the remedy. Because no contract existed, the court ruled the buyer could not claim breach-of-contract damages or specific performance. The proper remedy was restitution: the seller must return the money with interest, which the defence had already conceded it owed.
The buyer had tried to value its claim using an early 2022 Bitcoin spot price, but the court noted the market has no single closing rate and that the price swung widely within a single day.
The ruling also cleared the numbered company's two principals of personal liability. The claim had originally alleged fraud and described the company as a sham, but the buyer advanced no argument on those allegations at the motion, and the court deemed them abandoned. The judge found no evidence supporting fraud and noted that one principal had no involvement in the failed transaction beyond being copied on an email.
For advisors and investors active in digital assets, the decision is a reminder that moving money is not the same as closing a deal. Where price and quantity are never fixed in writing, a disappointed buyer may recover only its principal plus interest - not the gains it hoped to capture.
