Circle is facing criminal charges in Wisconsin because, in relation to some investment fraud, "Circle Internet Financial LLC has declined to repatriate the corresponding fiat reserves" and "Circle has not complied with a Circuit Court Judge’s seizure warrant."
Law enforcement secured a seizure warrant which Circle will not enforce. Circle claims they cannot enforce it. The government is charging Circle for declining to enforce it. Whatever is going on: everyone agrees Circle is not currently enforcing it.
This column has a long history of pulling entertaining and contradictory bits out of company public statements and (usually much later) legal settlements where those companies got caught doing something they were not supposed to do. Much of the time the company in question made explicit statements that it would not do the conduct it eventually admitted doing. And much of the time those public statements were contemporaneous with the bad conduct. But we only found out they were lying years later.
Here we have the rare opportunity to work through seemingly-false statements made by a company during a public dispute with law enforcement in real time. So that is what we are going to do. Some of this was covered by the ICIJ but we think their narrative is too generous towards Circle.
Some Background
Tether routinely seizes funds for law enforcement. Tether has the power to transfer USDT out of your address and burn them without your knowledge or consent. So to seize funds Tether just burns tokens from anywhere and then issues fresh replacement USDT to whatever address law enforcement wants. In theory Tether could also take the funds back from law enforcement — the same process can be used for any address — though that has not yet happened. Tether has had these powers for many years. Nothing is this paragraph is new or controversial.
Circle is a little bit different. Circle does not currently have a seize function in their tokens. Both Tether and Circle can freeze funds – immobilizing them in an address – but Circle's current smart contracts do not support seizure. Circle routinely freezes tokens but it does not seize them. This is presumably what Circle was referring to when it told the Walworth County Circuit Court:
Beyond the ability to blocklist wallets, however, Circle has no control of USDC held in third-party wallets and has no ability to invalidate and reissue such USDC or to transfer them.
The key words here are "has no control" and "has no ability." Circle uses the conjunction "and" meaning Circle believes both of those claims to be independently true. If Circle has any way to wrangle invalidation then Circle made a false statement to the court. Given invalidation we know reissuance is possible because once you invalidate the "bad" tokens the re issuance is just issuance. Which happens all the time. So the threshold question here is whether Circle can "invalidate" USDC in an address specifed by law enforcement.
Circle's Powers
Circle cannot currently invalidate USDC and seize funds. But Circle can upgrade USDC to have whatever functionality it desires. So it cannot follow this roadmap to comply with a seizure order:
- Seize the funds
But absolutely it can comply with this roadmap:
- Upgrade USDC to allow seizure
- Seize the funds
In a strange turn, Circle told the government the required process to seize the funds was as follows. And bear in mind we are quoting Circle's own court filing here so this is presumably a generous phrasing from Circle's perspective:
Circle also communicated to Detective Kuchta that (1) the address was not held at Circle; (2) Circle did not have the private keys for the address; (3) Circle could not, therefore, transfer USDC from the wallet; and (4) to recover the USDC for the victim law enforcement would need to locate the private keys for the address.
By telling the police to go find the private keys Circle is being, well, let's call it intransigent. Actually, no, let us be a bit more direct (with apologies to Andy Samberg and Justin Timberlake ). Circle looks to prefer these steps:
- Get charged for no function to seize
- Moan how it sucks to seize
- Put in a function to seize
That’s the way they do it. Circle is being a...go watch the video in that last link.
It is hardly a secret Circle can upgrade the USDC contracts so it looks pretty likely this capability will eventually come up in court and the judge will sort Circle out. Circle's terms also provide the company with incredibly broad discretion to deny anyone access at any time and in any manner at all for pretty much any reason. This text is in the Acceptable Use Policy describing a list of things you are not allowed to do with USDC and which might lead Circle to cut you off:
For clarity, the following lists are not exhaustive and we may, at our sole discretion, modify them without notice.
So Circle can decide anything it likes is out of bounds. And that document covers:
services provided by Circle Internet Financial, LLC, Circle Payments, LLC, Circle UK TradingLimited and/or Circle International Bermuda Limited (together, “Circle”), inclusive of, but not limited to, Circle Mint account,Application Programming Interface products, card processing, and the Circle Yield offering (together and separately, the “Services”),
The "but not limited to" would seem to provide sufficient cover to enforce a court order by including whatever corners of Circle's operation are needed to effect the required upgrades. Remember: in this case a court is telling Circle to do something and Circle is not doing it. Maybe you think reading that clause in such a broad manner is squirrely. Sure, maybe. But that is a problem when a strained reading is used to evade a court or the clear intent of a contract or some other agreement. In the present case not reading these powers broadly led to criminal charges and is, in a real and on-going sense, blocking enforcement of a court order. Using this ambiguity to comply with the court is not going to anger the court. Certainly not any more than the current behaviour will.
Circle's Terms vs. Actions
In Circle's documentation the company anticipates that court orders may come in to request asset freezes. There is an Access Denial Policy which sets out the freeze framework. And there is even a section entitled "Blocked Addresses & Forfeited Funds" in the USDC Terms . That later section includes this text:
Circle may also be required to freeze USDC and/or surrender associated USD held in Segregated Accounts in the event it receives a legal order from a valid government authority requiring it to do so.
This anticipates the idea that a court order may mandate sending USD somewhere the court directs. The word "forfeited" appears in a section heading. And if we look at the government's description in Wisconsin we find something very much on point:
The Court’s Warrant ordered Circle to “facilitate the seizure” of Victim #1’s USDC and invalidate that USDC so that it had no value. The Warrant then ordered Circle to issue approximately $381,000 in new USDC to compensate Victim #1 and transfer that new USDC to a digital wallet owned by the Walworth County Sheriff’s Department. This procedure is known as “burn and reissue”.
"Facilitate the seizure" is a broad directive. The court is not telling Circle precisely how to satisfy the court's desires. The court is simply saying "find a way to do this." And Circle's on-the-record response is weird. Above we quoted Circle's broad claim of "no ability." The government's narrative gives a bit more colour there too:
In subsequent discussions, Circle’s representatives have explained that the company holds approximately $381,000 in US Currency in reserve to cover the value of Victim #1’s USDC, even though that USDC cannot be redeemed by anyone for US Currency because Circle froze it. Circle protested that if it issued $381,000 worth of new USDC, it would also have to hold an additional $381,000 in US Currency to cover the new USDC. Circle objected that it would be unfair for the company to have to set aside that much US Currency in reserve. Circle also stated that by the terms of its own contracts, it will not “burn and reissue” USDC.
This is some twisted logic. Circle seems to believe it is required to maintain backing for all USDC, frozen or not, and that because it currently cannot burn and reissue USDC this would require holding double reserves for the recovered amount and that – the double reserving Circle just imposed on itself – is unfair.
We will immediately concede that double reserving here is unreasonable and dumb. But the double reserving is only "required" if we accept Circle's claim it cannot do the burn and reissue. This is a strained attempt for Circle to look like the victim. Possibly so that Circle can continue to collect interest on the US$381,000 in reserves it holds against the frozen tokens
Said another way: Circle's protest assumes Circle will not use its power to upgrade the USDC to allow seizures. We know this is Circle's thinking because, again quoting the Wisconsin government:
Circle also stated that by the terms of its own contracts, it will not “burn and reissue” USDC.
This is weird. The word "reissue" does not appear on circle.com, as of this writing, per a number of searches. And the USDC Risk Factors also include a section entitled "Blocked Addresses & Forfeited Funds" so this is puzzling. If we read the reference to "its own contracts" in that last quote from Circle as pertaining to the USDC smart contracts it is again true in a literal-and-useless sense. By the terms of the currently deployed smart contracts there is no reissue power. But by the terms of those same contracts Circle can simply change the contracts.
Circle looks to be playing games so it can collect interest on frozen USDC forever. Holding frozen scam-related funds forever and keeping the interest is an interesting business model.
Contracts
If you have ever entered into any sort of commercial agreement you have probably seen clauses that allow someone to modify the terms under extreme circumstances and maybe also in a "commercially reasonable manner" if the need arises. Most contracts contemplate the idea that things can change and some amount of flexibility is required. For example, a company may change its office address. Or it may change where it banks. Or any number of other things. If you enter into a contract which includes bank details and the other party changes where it banks that does not mean you automatically can stop paying. If the company tells you where to send the money instead you cannot just decide to terminate the contract (unless it is a very strange contract indeed).
Similarly, you might enter into a contract based on some published reference price – think oil or gold or a commercial property index or some interest rate benchmark – and the name of that thing might change. Or where or how it is published might change. Someone is supposed to keep things up to date in a commercially reasonable manner. There is standard verbiage for this in many industries and if you end up in court the judge will make you do the sensible thing. Yes there are corner cases. But the Circle mess is really quite simple. Circle's term look to allow for enforcement here. And there is a simple sequence of steps Circle can follow to do the enforcement. None of this makes much sense.
Circle looks to be trying to interpret things in an incredibly narrow and self-serving way to manufacture an injury Circle would suffer if it complied. And then to moan that imagined injury is unfair. If we go back to Circle's own words to the court this is clearly exactly what they are doing:
The Complaint’s sole allegation regarding Circle’s intentional disobedience is that “Circle...refused to invalidate the stolen USDC or issue new USDC,” Compl. ¶ 9. But the Complaint clearly misrepresents the content of the relevant communication. Circle did not “refuse” to invalidate the stolen USDC; it stated that it “does not hold the private keys to the address.” Compare Compl. ¶ 9 with Ex. 6. That is an accurate statement that Circle lacked the tools required to “invalidate” the USDC held in the Blocklisted Wallet, not an intentional refusal to comply with the terms of the Second Warrant.
Circle was directed to "facilitate the seizure" of the funds. And then Circle asserts it did not refuse to invalidate the USDC in question – its just that Circle has no button labelled "seize" to press. But Circle did refuse to upgrade the USDC contracts to add a seize button.
Circle also presented the total non-sequitur that it "does not hold the private keys to the address" of the fraud-linked funds. This is also arguable. It is true in the sense that Circle does not hold the fraudster's private keys. But the term "private keys" is not being used in a technically precise sense here because there are two sets of private keys that can move the funds. The term "private keys" as used here connotes control over funds. And so long as Circle has the private keys to upgrade USDC it has one set of private keys that can facilitate a seizure out of the addresses in question. Remember: USDC and USDT are not true bearer assets. The issuers retain a lot of control over "your" funds.
Maybe you think we are giving the authorities too much credit and we should interpret the claim in narrow technical terms? Under that reading, you may be thinking, it is not Circle's problem the government asked for the wrong thing. We have sympathy for this sentiment. But there is a bigger problem. If we interpret everything in these documents in narrow technical terms Circle is wrong that it has "no ability to invalidate and reissue such USDC or to transfer them." It has the ability to do this by upgrading the contract to give itself the ability. This falsity then gives rise to a litany of other false claims including:
- Circle "would also have to hold an additional $381,000 in US Currency to cover the new USDC": false because once Circle has burn power there is no need to double reserve. And that is if we accept the need in the first place as Circle can simply declare the address outlaw and ignore it.
- Circle also stated that by the terms of its own contracts, it will not “burn and reissue” USDC: this is at most a policy Circle can revise in its sole discretion. And having a policy to defy court orders is pretty much exactly what Circle is charged with here.
- Circle has no control of USDC held in third-party wallets: false because in a technical sense Circle has more than "no" control via contract upgradability. It has, and we apologize for the technobabble here, "some" control.
- Circle...has no ability to invalidate: false via upgradability.
- Circle...has no ability to...reissue such USDC or to transfer them: false via upgradability.
If we read the claims in the dispute broadly: Circle is not being candid. If we read the claims narrowly: Circle is not being honest. Unless Circle has somehow lost the ability to upgrade USDC – which would be a far larger problem if kept hidden for so long – we just cannot see a way they are telling the truth here. Maybe there is one but there is certainly no hint of such an explanation in the court filings to date.
Circle's Principled Resistance
What makes this even stranger: Circle's terms also contemplate circumstances in which the company will resist court orders. But that too does not fit what is happening here. Again from the Access Denial document:
Circle reserves all rights to object to an access denial order that presents a threat to Circle Stablecoin or that Circle determines is objectionable.
USDC holders do not have any rights or derive any value from this. But it presumably empowers the company to do what it is doing in Wisconsin now without worrying about shareholders suing anyone for resisting court orders. The US legal system is adversarial and Circle is 100% entitled to resist government requests and to challenge orders. Within the US system. Telling law enforcement to go pound sand after the judge rules is not something Circle is entitled to.
It is certainly possibly Circle views anything that reduce's Circle's interest income as objectionable. There is a logical, if wacky, corporate theory here: "We prefer to hold frozen assets indefinitely to maximize shareholder value. We view this as part of our fiduciary responsibility to shareholders. Victims are not shareholders sorry." Probably no company wants to come out and say that. But it is true that public companies have a responsibility to shareholders and not victims. They also have a responsibility to judges and to shareholders to not egregiously defy judges. So it is all kind of mixed together there.
Now notice the seizure warrant requests Circle is fighting here date back to August 2025. Multiple seizure warrants have been issued. And Circle has been communicating false claims to Wisconsin officials for many months now. Criminal charges were filed in April 2026. Circle moved beyond objecting to an access denial order to simply refusing to follow one after multiple rounds of back and forth. This happened over many months.
We accept it is possible to read these most recent actions as part of resisting the order. And maybe law enforcement jumped the gun with criminal charges. But it is kind of hard to credit Circle here and think ongoing negotiations without criminal charges would go anywhere. Circle has stated clearly that it cannot comply for technical reasons. Circle claims it is impossible to do what the court wants. But those claims are plainly false (or Circle is covering up something worse). For negotiations to go anywhere Circle would need to concede it was wrong or the police would need to stop asking for seizure. That looks like a stalled negotiation to us.
If Wisconsin officials were demanding Circle seize USDT then we would certainly feel for Circle. Circle is not omnipotent. There are plenty of web3 things Circle cannot do. And, obviously, it is possible for law enforcement to order someone to do something that is technically impossible for them to do. This is true of anyone and any law enforcement unit anywhere in the world. Try this one: a court could issue an order for a witness to not die before a trial. That would not have the effect of conveying immortality on the witness. Law enforcement can be wrong. But here, today, Circle is wrong.
The court wants Circle to do something that Circle can do. So we are going to make two predictions. First, Circle will eventually comply. And second, Circle will blame confusion between the legal and engineering teams for the false statements. The court should not accept that explanation. We kind of hope Circle tries the shareholder value line too. If someone says "victims are not shareholders and our fiduciary responsibility is to shareholders" that will just be too amazing for words. As odd as that outcome seems remember a listed US company is currently engaged in a dispute with law enforcement in Wisconsin in which the listed US company is just straight-up lying. This is all incredibly odd.
We have long predicted the lawyers would need to throw the engineers under the bus at some point. Honk honk.
