Ayrton Capital LLC v. Bitdeer Technologies Group

Background

Bitdeer Technologies Group moved for a protective order, which is a court order limiting or preventing discovery, to prevent Ayrton Capital LLC from deposing Bitdeer’s Chief Executive Officer, Jihan Wu. Ayrton cross-moved to extend Wu’s deposition to ten and one-half hours. Bitdeer also moved to seal Exhibits 3–7 and 10 attached to its motion and to temporarily seal Exhibit 2.

Ayrton alleges that Bitdeer breached a term sheet by entering into a financing transaction with a third party during Ayrton’s exclusivity period and then denying Ayrton the right to participate in that transaction. Bitdeer disputes Ayrton’s interpretation of the term sheet, denies breaching it, and claims it was fraudulently induced to sign the agreement.

Deposition of Jihan Wu

Federal Rule of Civil Procedure 26 permits discovery of nonprivileged information that is relevant to a claim or defense and proportionate to the needs of the case. Courts may apply heightened scrutiny to depositions of senior executives, sometimes called “apex” witnesses, because of possible business disruption or harassment. Protection is generally appropriate when the executive lacks unique personal knowledge and other witnesses can provide the same information.

The court held that Ayrton had shown Wu’s deposition was likely to produce relevant evidence and that Bitdeer had not justified protecting him from the deposition. Wu signed the term sheet and was therefore in a unique position to testify about Bitdeer’s understanding of the agreement and its reasons for signing it. Bitdeer had also identified Wu as having information about the financing transaction, and other witnesses could not testify about the review Wu performed before signing the agreement.

The court also rejected Bitdeer’s request that the deposition occur by written questions. The court noted that Ayrton had presented evidence of Wu’s involvement in the transaction, including his agreement as Chief Executive Officer to the term sheet.

Length of Deposition

The court explained that it has authority to extend the usual seven-hour deposition limit, including when a witness must testify through an interpreter. But Ayrton did not show good cause for extending Wu’s deposition. Although Ayrton argued that translating Wu’s answers from Chinese to English might make the deposition take longer, it had not raised that concern about another witness who required Mandarin interpretation or during the parties’ conferences about Wu’s deposition. The court found no reason to believe the deposition could not be completed within seven hours, including translation time.

Sealing

The court granted Bitdeer’s motion to seal Exhibits 3–7 and 10. It found that Bitdeer had sufficiently shown that its interest in protecting confidential, competitively sensitive business information outweighed the public’s access interest for materials connected with this discovery dispute.

The court noted that Bitdeer had sought to seal Exhibit 2 temporarily so Ayrton could decide whether to seek sealing. If Ayrton did not move to seal Exhibit 2 by June 27, 2025, the court stated that it would unseal that exhibit in full.

Disposition

Judge Lewis J. Liman denied the motion for a protective order, denied the cross-motion to extend the deposition, and granted the motion to seal as to Exhibits 3–7 and 10. The Clerk of Court was directed to close the motions at Docket Entries 87–89.