Moon v. Promise Easy Limited

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment for Promise Easy after concluding that the convertible promissory note was a security covered by the Delaware Securities Act, the defendants’ misrepresentations satisfied the statutory securities-fraud and fraudulent-inducement claims, and Moon breached the Consulting Agreement. The court held that factual challenges to the trial court’s credibility determinations did not establish clear error and that frustration of purpose did not excuse Moon’s failure to perform.