Krishna v. Asura Development Group, Inc., N14C-12-227 EMD

Plaintiffs Ranga Krishna (NJ) and Xerxes Oshidar (CA) each purchased senior convertible promissory notes from Asura Development Group, Inc. (formerly IAG Global) in February–March 2011; Krishna bought four $50,000 notes, Oshidar one $250,000 note.
Notes matured one year after issuance; Asura defaulted by failing to repay principal at maturity.
Plaintiffs allege CEO Brian Hoekstra (acting for Asura) fraudulently misrepresented Asura’s finances and a completed merger with a Japanese company, and provided SEC filings and financial statements that reinforced those representations.
Plaintiffs filed breach claims and later amended to add fraud claims (Krishna: initial complaint Dec. 2014; Oshidar: Sept. 2014). Hoekstra moved for judgment on the pleadings arguing the fraud claims are time-barred and not pleaded with particularity.
Court reviewed Rule 12(c) standards, concluded (1) Hoekstra did not waive the asserted defenses, (2) there is a factual dispute over when the fraud accrued (so statute-of-limitations dismissal is premature), and (3) the amended complaints allege minimally sufficient facts under Rule 9(b) to survive the motion.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether fraud claim is time‑barred under 3‑year statute	Fraud discovery was tolled until Asura’s default; plaintiffs did not discover misrepresentations until maturity/default	Accrual occurred when the alleged misrepresentations were made (on or before note execution in Feb 2011), so complaints (filed Sept/Dec 2014) are untimely	Denied judgment — accrual date is a factual question; pleadings permit tolling inference so dismissal premature
Whether plaintiffs pleaded fraud with required particularity (Rule 9(b))	Complaints identify meetings, statements about capital/merger, SEC filings and reliance — sufficient detail to state fraud	Allegations are too generalized; lack specific content and circumstances of false statements	Pleadings are minimal but adequate to satisfy Rule 9(b) at this stage; claim survives
Whether defendant waived defenses (statute of limitations, failure to state a claim)	N/A (plaintiffs argued defenses not waived?)	Hoekstra previously omitted some defenses in earlier motions; seeks judgment now	Court: no waiver — limitations and failure-to-state may be raised in answer or Rule 12(c) motion

Desert Equities, Inc. v. Morgan Stanley Leveraged Equity Fund, II, L.P., 624 A.2d 1199 (Del. 1993) (pleading-stage standard: treat well‑pleaded facts as admitted and view in favor of nonmovant)
Warner Communications, Inc. v. Chris‑Craft Industries, Inc., 583 A.2d 962 (Del. Super. 1989) (same pleading‑stage standard)