Raveendran

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

Chapter 11

BYJU’S ALPHA, INC.,

Case No. 24-10140 (BLS)

Debtor

BYJU’S ALPHA, INC.,

Plaintiff, Adv. Pro. No. 25-50526 (BLS)

v.

Re: Adv. D.I. 77, 78, 93, 116, 140

BYJU RAVEENDRAN, DIVYA

GOKULNATH, and ANITA KISHORE,

Defendants.

AMENDED OPINION DENYING THE MOTION TO DISMISS

FILED BY DEFENDANT BYJU RAVEENDRAN1

This adversary proceeding is part of the Debtor’s ongoing efforts to unravel a

series of fraudulent transfers that stripped the Debtor of its assets (including the

$533 million Alpha Funds (as defined below) and the proceeds thereof), by placing

those assets beyond the reach of the Debtor and its creditors and concealing their

whereabouts. On February 27, 2025, this Court issued a Memorandum Opinion in a

separate adversary proceeding that granted partial summary judgment on claims of

actual fraudulent transfer.2 The Debtor has filed this adversary proceeding to “hold

1 This Court has subject matter jurisdiction to decide the Motion to Dismiss pursuant to 28

U.S.C. § 157 and § 1334(b).

2 See Byju’s Alpha, Inc. v. Camshaft Cap. Fund L.P. (In re Byju’s Alpha, Inc.), Adv. Pro. No.

24-50013, Docket No. 383 (Bankr. D. Del. Feb. 27, 2025) (Memorandum Opinion (the “MSJ Mem.

Op.”) granting the Debtor’s motion for partial summary judgment on various claims, including

three powerful BYJU’s executives accountable for having purposefully caused the

Debtor to fraudulently transfer an asset valued at over half a billion dollars for no

consideration.”3

The Complaint asserts claims for breach of fiduciary duties, aiding and

abetting breach of fiduciary duties, accounting, conversion, and civil conspiracy.

The Summons was issued on April 9, 2025, the same day the Complaint was filed.

Defendant Raveendran has filed a Motion to Dismiss the Complaint, on three

separate grounds: first, that the Debtor has failed to properly serve him with the

Summons and Complaint; second, that the Court lacks personal jurisdiction over

him; and finally, that the Complaint fails to state valid claims against him.4 The

Plaintiffs filed a response opposing the Motion to Dismiss5 and the Defendant

timely filed a Reply brief.6 The Court held a hearing to consider the Motion to

Dismiss on September 9, 2025. For the reasons set forth herein, Raveendran’s

Motion to Dismiss the Complaint will be denied.

ALLEGATIONS

The Complaint alleges the following:

Debtor Byju’s Alpha, Inc. was formed as a Delaware corporation on

September 27, 2021, as a special purpose financing vehicle for its former Indian

claims of actual fraudulent transfer, against Defendants Camshaft Capital Fund LP, Camshaft

Capital Management LLC, Think and Learn Private Limited and Riju Ravindran (the “Camshaft

Adversary Defendants”)). The Court determined that between April 2022 and July 2022, the Debtor

made a series of wire transfers to Camshaft Capital Fund LP, a small unknown hedge fund, totaling

$533 million (the “Alpha Funds”).

3 Adv. D.I. 1 (the “Compl.”) ¶ 1.

4 Adv. D.I.s 77, 78, 79, 80 (the “Motion to Dismiss”).

5 Adv. D.I.s 93, 94.

6 Adv. D.I. 116.

ultimate corporate parent, Think & Learn Pvt. Ltd. (“T&L”).7 T&L was co-founded

by Raveendran and Gokulnath who both served, along with Byju’s younger brother

Riju Ravindran,8 as T&L directors at all relevant times, until their roles were

suspended in July 2024, when T&L was involuntarily placed into an insolvency

proceeding in India.9

The Complaint alleges that the Debtor never had any material active

business operations.10 From its formation until March 3, 2023, Riju served as an

officer and sole director of the Debtor.11 The Complaint further alleges that

Raveendran also served as an officer of the Debtor (namely, CEO) for an

indeterminate period of time.12 On March 3, 2023, Timothy R. Pohl became the

Debtor’s sole director and sole officer, and he has remained in those roles through

the present.13

This Court has found that there is “extensive evidence” suggesting that the

Debtor was formed “to perpetrate a fraud.”14 On November 24, 2021, the Debtor

borrowed $1.2 billion under a Credit Agreement from a consortium of Lenders, with

GLAS Trust Company LLC (“GLAS”) serving as Administrative and Collateral

Agent.15 Within months of executing the Credit Agreement, the Debtor defaulted by

7 Compl. ¶ 23. Capitalized terms not defined herein have the meanings given to them in the

Complaint.

8 To distinguish between the brothers, Riju Ravindran is referred to herein by his first name,

Riju.

9 Compl. ¶¶ 24, 25.

10 Compl. ¶ 23.

11 Compl. ¶ 23.

12 Id.

13 Id.

14 Compl. ¶ 19, n. 11 (citing the MSJ Mem. Op. at 21).

15 Compl. ¶ 27.

failing to comply with financial reporting and guarantee covenants, permitting the

Lenders to accelerate the loans and exercise available remedies, which they

ultimately did.16

On April 27-28, 2022, the Debtor (through Riju acting as the Debtor’s sole

director and - - as he later testified during depositions - - taking direction from the

T&L Board) initiated three wire transfers totaling $318,000,000 to Camshaft

Capital Fund, L.P., a Delaware limited partnership (“Camshaft Fund”) for the

purported purpose of subscribing for a limited partnership interest.17 On July 12-

13, 2022, the Debtor initiated three additional transfers to Camshaft Fund in the

total amount of $215,000,000 from another checking account of the Debtor.18 In

total, the Debtor transferred $533,000,000 to Camshaft Fund in exchange for

limited partnership interests in Camshaft Fund (the “Camshaft LP Interest”)

pursuant to two sets of subscription agreements and corresponding side letters.19

The Complaint alleges that there was no legitimate reason for the Debtor to

allegedly “invest” over half a billion dollars in Camshaft Fund, which at the time

had under $10 million in assets under management, particularly after the Debtor’s

multiple loan defaults under the Credit Agreement.20 The Complaint claims that it

has since become well publicized that Camshaft Fund was an unproven, fly-by-night

hedge fund founded in August 2020 by William Morton - - then, a 23-year old with

16 Compl. ¶¶ 33-35. The defaults included failure by T&L to provide quarterly financial

statements and failure by an affiliate (Whitehat India) to provide a required guarantee. Id.

17 Compl. ¶39.

18 Id.

19 Id. These transfers are referred to as the “First Fraudulent Transfer.” Compl. ¶ 42.

20 Compl. ¶ 43.

no formal training in investing or money management, and no apparent

qualification to manage a hedge fund.21 On federal and state regulatory filings,

Camshaft Fund listed the address of an International House of Pancakes in the

Little Havana neighborhood of Miami as its principal place of business.22

Accordingly, the Complaint alleges the Camshaft Fund was a complete sham and

Morton was an inexperienced and highly unqualified manager.23

The Complaint further alleges that the transfers to Camshaft Fund rendered

the Debtor insolvent, if it was not already so.24 Specifically, the Debtor’s liabilities

(approximately $1.194 billion in outstanding principal on the defaulted loans as of

July 12-13, 2022) far exceeded the Debtor’s liquid assets (around $131 million in

available funds), and the Debtor had no meaningful active operations capable of

generating income.25 The Court found that Riju breached his fiduciary duties by

authorizing these transfers.26 To conceal the movement of money from the Lenders,

T&L’s unaudited financial statements continued to report that the Debtor held over

$500 million in “Cash and Bank.”27

As defaults continued to mount, by the end of September 2022, an ad hoc

group of Lenders engaged advisors and contacted the Debtor’s representatives,

including Raveendran, Divya Gokulnath, and Riju, to resolve the outstanding

21 Id.

22 Id.

23 Id.

24 Compl. ¶ 42.

25 Id.

26 Compl. ¶ 97; MSJ Mem. Op. at 38-39.

27 Compl. ¶¶ 50, 53, 68.

defaults and restructure the term loans.28 On October 4, 2022, the parties entered

into the first of what would become seven more amendments to the Credit

Agreement.29 Unbeknownst to the Lenders, around October 2022, the Debtor

“started the process” of transferring the Camshaft LP Interest to affiliate

Inspilearn, LLC (“Inspilearn”).30

After months of fruitless negotiations, on Friday, March 3, 2023, GLAS,

acting at the Lenders’ direction, exercised remedies, including accelerating over

$1.2 billion in principal and outstanding interest and fees owed under the Credit

Agreement. GLAS took control of the pledged shares in the Debtor and, as the

Debtor’s sole shareholder, GLAS appointed Pohl as the Debtor’s sole director, who

then appointed himself as the Debtor’s sole officer.31 As this Court would later find,

“as of March 3, 2023, Pohl was the only party with corporate authority to direct the

use, possession, transfer, or disposition of the property of the Debtor.”32

But on Monday, March 6, 2023, before Pohl was able to secure actual control

of the Debtor’s assets, the Complaint alleges that Kishore emailed Camshaft’s

founder (copying Raveendran) seeking to resume the process of transferring the

Camshaft LP Interest to Inspilearn.33 On March 31, 2023, the Debtor, Inspilearn,

and Camshaft executed the Transfer Agreement and Subscription Agreement,

among other documentation, resulting in the Debtor having “zero remaining

28 Compl. ¶¶ 36-37, 45.

29 Compl. ¶ 46.

30 Compl. ¶¶ 4, 46.

31 Compl. ¶¶ 55, 64.

32 Compl. ¶ 11, MSJ Memo. Op. at 42.

33 Compl. ¶¶ 2, 57. This Court previously found that “Inspilearn is T&L’s alter ego as a

matter of law.” MSJ Mem. Op. at 16.

interest in the Transferred Interest,” (i.e., the Camshaft LP Interest).34 Raveendran

signed the Transfer Agreement on behalf of the Debtor, as “CEO,” and falsely

represented that he, on behalf of the Debtor, had “all requisite power and authority

to execute, deliver, and perform this agreement.”35 Riju signed the Transfer

Agreement on behalf of Inspilearn and later testified that he “just took direction

from the parent company,” - - meaning T&L and, more specifically, his brother Byju,

and sister-in-law, Gokulnath.36 In exchange for the transfer of the Camshaft LP

Interest (contemporaneously valued at $540,647,102.29), the Debtor received no

consideration whatsoever.37

Pohl did not learn about the Transfer Agreement until 2024, when he

received a copy of it during discovery in this bankruptcy proceeding.38 The

Complaint alleges that the Defendants’ motive for the Second Fraudulent Transfer

was to conceal the asset from the Debtor’s creditors and to frustrate their rights to

exercise remedies under the Credit Agreement and applicable law.39 Raveendran

conceded as much during a call in May 2023 with the Lenders’ U.S.-based financial

advisor and with Raveendran’s General Counsel on the line, admitting “the money

is someplace the Lenders will never find it.”40 This Court found: “[i]t is difficult to

34 Compl. ¶¶ 59-60 (quoting the Transfer Agreement). The “Transferred Interest” was

defined in the Transfer Agreement as “100% of the Interest,” referring to the Debtor’s “total Capital

Commitment to [Camshaft Fund] in the amount of $533,000,000.00.” Compl. ¶ 60, n. 18. This

transfer is referred to as the “Second Fraudulent Transfer.”

35 Compl. ¶ 61.

36 Compl. ¶¶ 61, 63.

37 Compl. ¶¶ 2, 65.

38 Compl. ¶ 9.

39 Compl. ¶ 64.

40 Compl. ¶ 72.

imagine a single combination of words to demonstrate actual fraudulent intent

more clearly.”41

The Complaint describes details the actions of Raveendran, Gokulnath,

Kishore, Riju, and other business associates to continuously conceal the $533

million, including T&L’s falsified financials,42 backdating the Transfer Agreement,43

and prepetition and post-petition misrepresentations about the $533 million.44 The

Complaint also alleges that a third fraudulent transfer occurred on the date the

Debtor filed for bankruptcy (February 1, 2024), when the Defendants and Riju

caused Inspilearn to transfer the Camshaft LP Interest to an offshore trust, which

purportedly redeemed it for cash.45

The Debtor alleges that its former management and T&L have refused to

provide Pohl with the Debtor’s books and records, despite Riju’s testimony that T&L

maintained those records.46 The Complaint alleges that the whereabouts of the

Alpha Funds remains unknown.47 Six parties, including both Raveendran brothers,

have been held in contempt rather than cooperate.48

41 BYJU’s Alpha, Inc. v. Camshaft Capital Fund, LP (In re BYJU’s Alpha, Inc.), 661 B.R. 109,

123 (Bankr. D. Del. 2024).

42 Compl. ¶¶ 26, 68.

43 Compl. ¶ 73

44 Compl. ¶¶ 77-79; 80-82.

45 Compl. ¶¶ 2, 80.

46 Compl. ¶¶ 38, 74, 118.

47 Compl. ¶ 87.

48 Adv. D.I. 66; Camshaft Adv. No. 24-50013, D.I. 80, 204, 313.

DISCUSSION

1. Whether the Debtor properly served the Complaint and Summons upon

Defendant Raveendran.

Raveendran moves to dismiss the Complaint under Fed.R.Civ.P. 12(b)(5) for

insufficient service of process. The Debtor asserts that Raveendran was served with

the Summons and Complaint through the Delaware Officer Consent Statute on

April 10, 2025,49 and Raveendran was served in the United Arab Emirates on May

14, 2025, pursuant to Fed.R.Civ.P. 4(f)(2)(A) and the laws of the United Arab

Emirates.50

“In the absence of service of process or a waiver of service by the defendant,

due process will not permit a court to exercise power over a party named as

defendant in the complaint.”51 “In resolving a motion under Rule 12(b)(5), the party

making service has the burden of demonstrating its validity when an objection to

service is made.”52 “This burden can be met by a preponderance of the evidence

using affidavits, depositions, and oral testimony.”53

Here, the Debtor argues that it properly served Raveendran under the

Delaware Consent Statute and under Federal Rule of Civil Procedure 4(f)(2).

Raveendran argues that he cannot be served under the Delaware Consent Statute

because there is no evidence that he was formally appointed as the CEO of the

49 Adv. D.I. 6.

50 Adv. D.I.s 35-36.

51 Mills v. Ethicon, Inc., 406 F.Supp.3d 363, 391-92 (D. N.J. 2019) (citing Murphy Bros., Inc.

v. Michetti Pipe Stringing, Inc., 526 U.S. 344, 350, 119 S.Ct. 1322, 143 L.Ed.2d 448 (1999)).

52 Chow v. Canyou Bridge Cap. Partners, LLC, 2024 WL 3510917, *4 (D. Del. July 22, 2024)

(quoting Martin v. OSHA, 2017 WL 1326212, *2 (E.D.Pa. Apr. 11, 2017)).

53 Mills, 406 F.Supp.3d at 392.

Debtor. Further, Raveendran argues that the Debtor’s attempt at service in the

United Arab Emirates (“UAE”) under Rule 4(f)(2) did not comply with the laws for

service in that country.

(a) The Delaware Consent Statute

The Delaware Consent Statute, 10 Del. C. § 3114, provides that nonresidents

of the State of Delaware who serve as officers and directors of a Delaware

corporation are deemed to have consented to service of process upon the

corporation’s registered agent for civil actions brought in Delaware against the

corporation or against the officer or director for a violation of their duties.54

Raveendran argues that the statute cannot apply to him because, he claims, there is

no evidence that he was ever officially appointed as an officer of the Debtor.

Raveendran relies upon the statute’s definition of “officer” as an officer of the

corporation who:

(1) Is or was the president, chief executive officer, chief operating officer, chief

financial officer, chief legal officer, controller, treasurer or chief

accounting officer of the corporation at any time during the course of

conduct alleged in the action or proceeding to be wrongful;

(2) Is or was identified in the corporation’s public filings with the United

States Securities and Exchange Commission because such person is or

was 1 of the most highly compensated executive officers of the corporation

at any time during the course of conduct in the action or proceeding to be

wrongful; or

(3) Has, by written agreement with the corporation, consented to be identified

as an officer for purposes of this section.55

54 10 Del. C. § 3114(b).

55 10 Del. C. § 3114(b).

Raveendran claims that numbers (2) and (3) above clearly do not apply to him, and

he further argues that (1) does not apply because he was not actually appointed as

CEO of the Debtor.56

The Debtor argues, however, that the full text of § 3114(b) plainly states that

the Consent Statute applies to any nonresident of Delaware who “after January 1,

2004, accepts election or appointment as an officer of a corporation organized under

the laws of this State or who after such dates serves in such capacity ….”57 The

Debtor asserts that Raveendran clearly served as the Debtor’s CEO by signing

documents with that title (particularly, the Transfer Agreement), and based on the

testimony of Riju that Raveendran was the true decision-maker for the Debtor.

The Delaware Court of Chancery squarely considered this issue in Harris v.

Harris and held:

Addressing an issue of first impression, this decision holds that the

Officer Consent Statute can be used to serve process on a person who

serves in the role of president, chief executive officer, chief operation

officer, chief financial officer, chief legal officer, controller, treasurer or

56 Raveendran also argues that the Plaintiffs conceded in their Complaint that Riju was the

sole director and officer of the Debtor. However, a full reading of paragraph 93 of the Complaint

shows that it alleges Riju was the sole director and officer of the Debtor “at the time . . . Riju caused

the Debtor to transfer the Alpha Funds to Camshaft Fund.” This is not inconsistent with other

allegations - - made at least ten times throughout the Complaint - - that Raveendran was acting as

the Debtor’s CEO when signing the Transfer Agreement and initiating the Second Fraudulent

Transfer. Raveendran further asserts that the Court made findings in its Summary Judgment

Opinion that Raveendran “was not employed by the Debtor in any capacity” (MSJ Mem. Op. at 40) or

that Riju was the sole director and officer of the Debtor (Id. at 15-16, 19). Raveendran argues the

Plaintiffs are estopped from arguing otherwise. The Plaintiffs argue that Raveendran’s references

are cherry-picked and taken out of context when considered in a full reading of the Summary

Judgment Opinion. This Court agrees. In the Summary Judgment Opinion, the Court determined

that Raveendran had no authority to effectuate a transfer after GLAS exercised its remedies and

appointed Pohl as the Debtor’s sole director and officer. (Id. at 40). It is also noteworthy that in the

Summary Judgment Opinion, the Court determined that Raveendran was “the Debtor’s founder, and

self-appointed CEO.” (Id. at 6).

57 Id. (emphasis added).

chief accounting officer of the corporation even if the person does not

hold the formal officer position.58

The Court explained that the plain meaning of “serves” extends “to someone

who fills a role and performs the duties of an office, without formally accepting the

position.”59 The Harris Court determined that the list of officer positions in

§ 3114(b)(1) “designates roles, not titles” and offered the following examples:

The top executive at a company who uses the title “Grand Poobah” is

still subject to service of process under Section 3114(b)(1) as the

president or chief executive officer. A real-world example is Jack Dorsey

of Block, Inc. who holds the title of “Chief Blockhead.” He remains

subject to service of process under Section 3114(b)(1). And when Elon

Musk re-designated himself as “Chief Twit,” he did not fall out of the

ambit of Section 3114(b)(1).60

The Harris Court found it “likely that the drafters of Section 3114(b) expected

the statute to reach the individuals who perform the duties, fill the roles, and act in

substance as the top executives at private companies, regardless of Formal Officer

status.”61 The Court also warned that limiting the Consent Statute to only formal

officers could render it ineffective and enable individuals to exploit gaps in coverage

to “evade service of process, whether by inadvertence or design.”62

Raveendran argues that the Harris decision is overbroad and should not be

followed, noting that it was a matter of first impression for the Court. Instead,

Raveendran relies upon the Delaware Court of Chancery opinion in

58 Harris v. Harris, 289 A.3d 310, 316 (Del. Ch. 2023).

59 Id. at 328.

60 Id. at 329.

61 Id. at 335.

62 Id. at 333.

HMG/Courtland Properties, Inc. v. Gray, in which the Court rejected the theory of

applying the implied consent provisions of § 3114 to a director’s agents or alter

ego.63 But the Complaint here does not allege that Raveendran acted as an agent or

alter ego - - it alleges that Raveendran acted in the role of CEO of the Debtor by

signing various documents in that capacity and, according to the testimony of Riju,

by making decisions in that capacity.

This Court finds that the thorough analysis and rationale of Harris is

applicable here. The Complaint alleges that Raveendran served in the officer role of

CEO to the Debtor, and the Transfer Agreement supports those allegations.64

Accordingly, the Debtor has met its burden of demonstrating that Raveendran is

subject to the Delaware Consent Statute of 10 Del. C. § 3114 and service of process

upon Raveendran is proper in this matter.

63 HMG/Courtland Prop., Inc. v. Gray, 729 A.2d 300, 305 (Del. Ch. 1999). The HMG Court

decided that the public policy interest in holding agents or alter egos who work with Delaware

directors to breach the rights of Delaware corporations is protected by Delaware’s long-arm statute,

10 Del. C. § 3104(c). Id. at 306-07.

64 Raveendran also argues that his designation as CEO on the Transfer Agreement was a

clerical error made by Camshaft Fund’s William Morton, who allegedly prepared the document, and

Raveendran only added his electronic signature. This unsupported assertion belies the plain

language of the Transfer Agreement and Riju’s testimony that Raveendran was the decision-maker

for the Debtor. On this record, the Court finds that Raveendran executed the Transfer Agreement as

the Debtor’s CEO.

(b) Service under Fed.R.Civ.P. 4(f)(2) in the United Arab Emirates

The Debtor also contends that it properly served the Complaint and

Summons on Raveendran in the United Arab Emirates (“UAE”) under Rule 4(f).65

Federal Rule of Civil Procedure 4(f), made appliable hereto by Federal Rule of

Bankruptcy Procedure 7004, governs service of an individual in a foreign country.66

Rule 4(f)(1) authorizes service on individuals by “any internationally agreed means

of service that is reasonably calculated to give notice.”67 When there is no

internationally agreed means of service (such as the Hague Service Convention or

other treaty), as is the case for the UAE,68 then Rule 4(f)(2) applies allowing the

Debtor to serve Raveendran “by a method that is reasonably calculated to give

notice as prescribed by the foreign country’s law for service in that country in an

action in its courts of general jurisdiction.”69

The Debtor provided a declaration from the Debtor’s Emirati counsel to

describe the steps taken to serve the Defendants under UAE law.70 The Debtor

asserts that Raveendran twice evaded in-person service at his home in Dubai, with

his security guards falsely claiming that he did not live there.71 The Debtor

obtained permission from Dubai Courts to apply to the Immigration Office to

65 Adv. D.I. 35.

66 Fed.R.Civ.P. 4(f).

67 Fed.R.Civ.P. 4(f)(1).

68 See Color Switch LLC v. Fortafy Games DMCC, 2018 WL 2298401, *3 (E.D. Ca. May 21,

2018) (“[T]he United Arab Emirates is ‘not a party to the Hague Service Convention or any treaty

related to service of process.’”); Celgene Corp. v. Blanche Ltd., 2017 WL 1282200, *3 (D. N.J. Mar. 10,

2017) (“[T]he UAE … is not a signatory of the Hague Convention or, apparently, any other applicable

international agreement.”).

69 Fed.R.Civ.P. 4(f)(2)(A) (citation modified).

70 Adv. D.I. 93, Ex. A.

71 Adv. D.I. 93, ¶¶ 16, 19.

investigate the registered address and contact details of Raveendran and, as

permitted, served the documents to Raveendran’s cellular phone number on file via

SMS.72

Raveendran, however, argues that part of the Debtor’s steps to serve him did

not comply with UAE law and supplied a declaration from his Emirati counsel to

support his arguments.73 For example, Raveendran argues that, although he is not

an Arabic speaker, the Summons and Complaint should have been translated into

Arabic, but the Debtor argues that relevant UAE law only requires that the

“process” (or legal notice) be served in Arabic-English bilingual text, which was

done. Raveendran also asserts that service must be through a court-appointed

bailiff, while the Debtor claims that Dubai Courts presently contract through

private parties to take on the role of bailiff. The Debtor points out that a follow-up

declaration by the Defendants’ counsel acknowledged that “the court bailiff role was

[deputized] years ago by the Dubai Courts to external service providers.”74 Finally,

there is also a dispute over whether the telephone number used to serve

Raveendran over text was his current number. The Debtor asserts that

Raveendran provided that phone number to the UAE Immigration Office and that

he was obligated to keep that number current.

While the opinions of both UAE counsel vary, the Debtor contends that its

service under UAE law followed the similar steps as those found to be sufficient

72 Id. ¶¶ 20-25.

73 Adv. D.I. 78, Ex. 22.

74 Adv. D.I. 83, ¶ 9.

under Rule 4(f)(2) and UAE law in the case Pliteq, Inc. v. Mostafa.75 Moreover,

there is no dispute that Raveendran had actual notice of the Complaint. “Once a

defendant has actual notice of the pendency of an action, the requirements of

Fed.R.Civ.P. 4 are to be liberally construed.”76 The record before the Court

demonstrates that the Debtor’s service substantially complied with UAE law and

was reasonably calculated to (and did) provide notice to Raveendran. Raveendran’s

motion to dismiss the Complaint under Rule 12(b)(5) will be denied.

2. Whether this Court has personal jurisdiction over Defendant Raveendran.

Raveendran also seeks to dismiss the Complaint for lack of personal

jurisdiction under Fed.R.Civ.P. 12(b)(2) claiming he does not have sufficient

contacts with the State of Delaware because he never stepped foot in Delaware and

never transacted business there. He argues that the Court’s exercise of jurisdiction

over him would not comport with constitutional standards of fair play or substantial

justice. Raveendran again asserts that he was never formally appointed as an

officer of the Debtor.

In response, the Debtor argues that the Court has multiple bases for

exercising personal jurisdiction over Raveendran, specifically under the traditional

“minimum contacts” test, the “effects test” involving intentional torts, and the

conspiracy theory of jurisdiction.

75 Pliteq, Inc. v. Mostafa, 2024 WL 3070171 (S.D. Fla. Jun. 20, 2024).

76 Id. at *11 (quoting Banco Latino, S.A.C.A. v. Gomez Lopez, 53 F.Supp.2d 1273, 1281 (S.D.

Fla. 1999).

“[O]nce a defendant has raised a jurisdictional defense, a plaintiff bears the

burden of proving by affidavits or other competent evidence that jurisdiction is

proper.”77 “A plaintiff may meet this burden by ‘establishing with reasonable

particularity sufficient contacts between the defendant and the forum.’”78 “In

bankruptcy cases, the forum is the United States in general, not the particular

forum state.”79 Therefore, the Court will consider Raveendran’s contacts on a

national level, rather than the state of Delaware level, to determine whether this

Court’s exercise of in personam jurisdiction is proper.80

(a) The Minimum Contacts Test

To meet Fifth Amendment due process concerns, courts “impose a general

fairness test incorporating International Shoe’s requirements that ‘certain

minimum contacts’ exist between the non-resident defendant and the forum ‘such

that maintenance of the suit does not offend traditional notions of fair play and

substantial justice.’”81 A non-resident defendant’s contacts with the forum may give

rise to either “general” or “specific” jurisdiction. “General jurisdiction” occurs when

a defendant’s activities within the forum are so continuous and systematic that the

77 Alameda Research Ltd. v. Platform Life Sciences Inc., 2023 WL 8814216, *1 (Bankr. D. Del.

Dec. 20, 2023) (citing Gurmessa v. Genocide Prevention in Eth., Inc., Civ. Action No. 21-869-RGA,

2022 WL 608924, *1 (D. Del. Feb. 23, 2022)). Here, the Plaintiffs have submitted an affidavit with

copies of documents and correspondence to support their argument that jurisdiction over

Raveendran is proper due to sufficient contacts with the United States. Adv. D.I. 94.

78 Id. (quoting Mellon Bank PSFS, Nat’l Ass’n v. Farino, 960 F.2d 1217, 1223 (3d Cir. 1992)).

79 Astropower Liquidating Trust v. Xantrex Tech., Inc. (In re Astropower Liquidating Trust),

2006 WL 2850110, *3 (Bankr. D. Del. Oct. 2, 2006).

80 Astropower Liquidating Trust v. Xantrex Tech., Inc. (In re Astropower Liquidating Trust),

335 B.R. 309, 317 (Bankr. D. Del. 2005). Accordingly, Raveendran’s citations to the Delaware long-

arm statute and related case law are not relevant to the analysis.

81 Max Daetwyler Corp. v. R. Meyer, 762 F.2d 290, 293 (3d Cir. 1985) (superseded in part by

rule as recognized in In re Paques, Inc., 277 B.R. 615 (Bankr. E.D.Pa. 2000) (quoting Int’l Shoe Co. v.

Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 158, 90 L.Ed. 95 (1945)).

defendant could reasonably anticipate being subject to jurisdiction there, even if the

cause of action does not arise from or relate to the activities.82 “Specific jurisdiction”

is found when a non-resident defendant purposefully directs activities at residents

of the forum, and the litigation results from alleged injuries arising out of or

relating to those activities.83 A single transaction, so long as it creates a substantial

connection with the forum, can suffice.84

The “constitutional touchstone” of personal jurisdiction is whether the

defendant purposefully established “minimum contacts” with the forum.85 Courts

may exercise jurisdiction over non-residents who purposefully direct activities

toward forum residents or who purposefully avail themselves of the privilege of

conducting activities in the forum, thus invoking the benefits and protections of its

laws.86 “[T]he foreseeability that is critical to due process analysis … is that the

defendant’s conduct and connection with the forum State are such that he should

reasonably anticipate being haled into court there.”87 “The ‘purposeful availment’

requirement ensures that a defendant will not be haled into a jurisdiction solely as

a result of ‘random,’ ‘fortuitous,’ or ‘attenuated’ contacts.”88

(i) Byju Raveendran – the Transfer Agreement

82 Alameda Research, 2023 WL 8814216, *2; Astropower, 2006 WL 2850110, *3 (citations

omitted)

83 Astropower, 2006 WL 2850110, *3 (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462,

472, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985)).

84 Burger King, 471 U.S. at 475 n. 18 (citing McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223, 78

S.Ct. 199, 2 L.Ed.2d 223 (1957)).

85 Burger King, 471 U.S. at 474 (citing Int’l Shoe, 326 U.S. at 316).

86 Burger King, 471 U.S. at 473-75

87 Burger King, 471 U.S. at 474 (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S.

286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980)).

88 Burger King, 471 U.S. at 475 (citations omitted).

The Plaintiffs argue that Raveendran is subject to this Court’s jurisdiction by

virtue of his execution of documents, including the Transfer Agreement, as CEO of

the Debtor. They claim this was a purposefully-directed activity resulting in a U.S.-

centered transfer (i.e., causing a Delaware corporation (the Debtor) to transfer a

Delaware limited partnership interest (the Camshaft LP Interest) to a Delaware

limited liability corporation (Inspilearn)). Further, the Plaintiffs assert that

Raveendran’s execution of the Transfer Agreement resulted in the principal event

underlying Counts I, II, and V of the Complaint.89

Raveendran, however, argues that executing the Transfer Agreement as the

Debtor’s CEO - - and not in his individual capacity - - is a single attenuated contact

with the United States, not based on his connections to the forum, but based on the

happenstance that the Debtor-Plaintiff is incorporated in Delaware. He relies upon

the case Walden v. Fiore,90 in which the Supreme Court held that a Georgia officer’s

actions in a Georgia airport toward plaintiffs,91 who were Nevada residents, did not

create sufficient contacts to subject the officer to jurisdiction in Nevada.92 There,

the Supreme Court decided that “the plaintiff cannot be the only link between the

defendant and the forum.”93

But, in Walden, the Supreme Court further explained: “Rather, it is the

defendant’s conduct that must form the necessary connection with the forum State

89 Those Counts are aiding and abetting Riju’s breach of fiduciary duty, breach of fiduciary

duty and conversion.

90 Walden v. Fiore, 571 U.S. 277, 134 S.Ct. 1115, 188 L.Ed.2d 12 (2014).

91 The officer in Walden seized cash suspected to be involved with drug-related activity from

the plaintiffs, then helped draft a false probable cause affidavit. Walden, 571 U.S. at 280-81.

92 Walden, 571 U.S. at 284-86.

93 Walden, 571 U.S. at 285.

that is the basis for its jurisdiction over him.”94 Here, Raveendran’s action as an

officer of a Delaware corporation establishes the necessary connection to the United

States to provide jurisdiction. By signing the Transfer Agreement as the Debtor’s

CEO, Raveendran purposefully availed himself of the privilege of conducting

business in the United States.95

Further, Raveendran should have anticipated that he could be haled into a

Delaware court for executing the Transfer Agreement, thus the exercise of

jurisdiction does not offend notions of fair play and substantial justice. As noted by

the Delaware Court of Chancery, a corporate officer “doubtless anticipated – and in

any event should have anticipated – that she could face litigation in Delaware over

her actions as a senior officer of a Delaware entity.”96 The timing of the Transfer

Agreement further supports this. Knowing GLAS had accelerated a $1.2 billion

debt, Raveendran could foresee that his action was escalating an already

contentious situation by moving the Debtor’s sole remaining asset.

To summarize, Raveendran’s execution of the Transfer Agreement as CEO of

a Delaware corporation is a substantial forum contact that stripped the Debtor of

assets and ensured those assets were beyond the reach of the Debtor and its

94 Id., 571 U.S. at 285-86.

95 The Delaware Court of Chancery determined that a defendant who assumed the powers

and duties as general counsel and chief legal officer of a Delaware entity “consented implicitly to

jurisdiction” in Delaware for claims involving her actions. In re P3 Health Grp. Holdings, LLC, 282

A.3d 1054, 1072 (Del. Ch. 2022). See also Hazout v. Tsang Mun Ting, 134 A.3d 274, 293-94 (Del.

2016) (A non-resident (Canadian) director and officer of a Delaware corporation “purposefully availed

himself of certain duties and protections under our law,” and could not fairly say that “he did not

foresee that he would be subject to litigation in Delaware over his conduct in connection with

negotiating the Change of Control Agreements.”).

96 P3 Health Grp., 282 A.3d at 1072.

creditors. This purposefully directed action resulted in alleged harms underlying

the claims in the Complaint. Accordingly, this Court has specific in personam

jurisdiction over Raveendran.

(ii) Byju Raveendran – Control over the Debtor

The Plaintiffs also contend that Raveendran purposefully directed and

controlled the Debtor’s activities since its formation, including the transfer of $533

million of the Debtor’s assets into the Camshaft Fund.97 The Complaint alleges

Raveendran participated in negotiations with the U.S. Lenders to try to resolve the

Debtor’s defaults under the Credit Agreement.98 These activities were purposefully

directed at the Debtor, a Delaware corporation, and the U.S.-based Lenders, and

the litigation here arises from those actions. As explained by the Supreme Court:

A State generally has a “manifest interest” in providing its residents

with a convenient forum for redressing injuries inflicted by out-of-state

actors. Moreover, where individuals “purposefully derive benefit” from

their interstate activities, it may well be unfair to allow them to escape

having to account in other States for consequences that arise

proximately from such activities; the Due Process Clause may not

readily be wielded as a territorial shield to avoid interstate obligations

that have been voluntarily assumed. And because modern

transportation and communications have made it much less

burdensome for a party sued to defend himself in a State where he

engages in economic activity, it usually will not be unfair to subject him

to the burdens of litigating in another forum for disputes relating to such

activity.99

97 See Compl. ¶¶ 2, 11, 98 – 102. In support of these allegations, the Plaintiffs rely on the

sworn testimony of Riju Ravindran at the hearing on March 14, 2024 in adversary proceeding no. 24-

50013. Compl. ¶ 41.

98 Compl. ¶ 45.

99 Burger King, 471 U.S. at 473-74 (internal citations and punctuation omitted).

The Court’s reasoning equally applies to international activities that inflict injury

upon U.S. entities, such as the alleged activities by Raveendran, and supports the

exercise of personal jurisdiction over them for the claims arising from those

activities.

Raveendran also argues that his purposeful contacts – directing the

fraudulent transfers of the Debtor’s assets – cannot form the basis of the minimum

contacts required for jurisdiction since those acts were undertaken as directors of

T&L, and he is only 1 member of a 6-member board. He claims he is not responsible

for the actions of T&L or other foreign subsidiaries that were shareholders of the

Debtor. But “when evaluating under the Due Process Clause an individual’s

contacts with the forum state, courts cannot ignore contacts made by the individual

just because they were made in his or her capacity as an employee or corporate

officer. Contacts are contacts and must be counted.”100 The Complaint’s allegations,

based on the testimony of Riju, assert that Raveendran directed the Debtor’s

fraudulent acts. Raveendran knew or should have known that he could be haled

into court in the United States based on these acts.

(b) The Effects Test

Alternatively, the Plaintiffs argue that this Court has personal jurisdiction

over Raveendran under the “effects test”101 since the Complaint asserts intentional

100 Urquhart-Bradley v. Mobley, 964 F.3d 36, 46 (D.C. Cir. 2020).

101 See Calder v. Jones, 465 U.S. 783, 789-90, 104 S.Ct. 1482, 79 L.Ed.2d 804 (1984) (deciding

that defendants who wrote and edited an article from their place of business in Florida had sufficient

minimum contacts to be subject to jurisdiction in California when their intentional actions were

expressly aimed at a resident of California and they knew the effect of their actions would be felt by

the plaintiff in California, where the paper had its largest circulation. Under such circumstances,

tort claims. Raveendran argues in response that the Third Circuit recognizes that

the “effects test” did not “carve out a special intentional torts exception to the

traditional specific jurisdiction analysis, so that a plaintiff could always sue in his

or her home state;”102 instead, a defendant must “manifest behavior intentionally

targeted at and focused on the forum.”103 Raveendran claims the Plaintiffs have not

shown that he intentionally targeted activities at the forum (here, the United

States).

Courts have determined that a non-resident defendant has the required

minimum contacts for personal jurisdiction when he or she commits an intentional

tort outside the forum, “the unique effects of which caused damage to the plaintiff

within the forum.”104 The Third Circuit will consider three factors to determine

whether personal jurisdiction under this theory is proper:

(i) defendant must have committed an intentional tort;

(ii) the plaintiff must have felt the brunt of the harm caused by that tort

in the forum, such that the forum can be said to be the focal point of

the harm suffered by the plaintiff; and

(iii) the defendant must have expressly aimed his tortious conduct at the

forum, such that the forum can be said to the focal point of the tortious

activity.105

In Gambone, the plaintiff discovered post-judgment that the defendants were

transferring assets for no value to thwart plaintiff’s recovery. The Third Circuit

the defendants must “reasonably anticipate being haled into court there” to answer for the truth of

the statements in their article.).

102 IMO Indus. Inc. v. Kiekert AG, 155 F.3d 254, 265 (3d Cir. 1998)

103 Id.

104 Gambone v. Lite Rock Drywall, 288 Fed. App’x 9, 14 (3d Cir. 2008) (citing IMO Indus. Inc.

v. Kiekert AG, 155 F.3d 254, 256 (3d Cir. 1998)).

105 Id.

determined that the Pennsylvania court had personal jurisdiction over a former

board member of the defendant who resided outside the state because he (i)

participated in a fraudulent conveyance, “which is a species of the intentional tort of

fraud,” (ii) for the purpose of preventing the plaintiffs, who are Pennsylvania

creditors, from collecting on a judgment rendered in their favor by a Pennsylvania

court, (3) and thus, “expressly aimed” his conduct at the forum.106

Raveendran argues that Plaintiffs cannot simply rely on the fact that the

Debtor was a U.S. corporation to support jurisdiction. However, the Plaintiffs here

have presented numerous facts to support application of the effects test here:

(i) The Complaint asserts claims that are intentional torts: aiding and

abetting a breach of fiduciary duty (Count I), breach of fiduciary duty

(Count II), Conversion (Count V), and civil conspiracy (Count VI).107

(ii) Raveendran directed and implemented the fraudulent transfer of

assets from one Delaware entity to another harming U.S.-based

creditors by preventing them from exercising remedies and collecting

the debt from the Delaware corporation (so that the brunt of the

Plaintiffs’ harm was felt in the United States); and

106 Id.

107 See, e.g., Wolstenholme v. Bartels, 511 F. App’x 215, 219 (3d Cir. 2013) (applying the

effects test to a breach of fiduciary duty claim); Kyko Global, Inc. v. Prithvi Info. Sol. Ltd., 2020 WL

1159439, *10, *30-*31 (W.D. Pa. Mar. 10, 2020) (applying the effects test to claims for aiding and

abetting breach of fiduciary duty and conversion); and MaxLite, Inc. v. ATG Elec., Inc., 193

F.Supp.3d 371, 390 (D. N.J. 2016) (applying the effects test to claim for civil conspiracy).

(iii) Raveendran expressly aimed his tortious activity at the United States

by intentionally and fraudulently using Delaware entities to move

assets and harm U.S.-based creditors.

Accordingly, this Court may exercise personal jurisdiction against

Raveendran for the intentional tort claims under the effects test.

(c) The Conspiracy Theory Test

The Plaintiffs also assert that Raveendran is subject to personal jurisdiction

before this Court under the conspiracy theory test. Raveendran argues that the

Plaintiffs offer no compelling evidence of a conspiracy nor evidence that Raveendran

“knew” his alleged acts would have an effect in the United States.

The conspiracy theory expands the contacts prong of a personal jurisdiction

analysis “by imputing the contacts of resident coconspirators to foreign

coconspirators.”108 Generally, courts considering conspiracy theory jurisdiction

require a plaintiff to prove that a resident coconspirator (i) performed substantial

acts in furtherance of the conspiracy within the forum, and (ii) the foreign

coconspirator was or should have been aware of those acts.109

108 Kyko Global, 2020 WL 1159439 at *31.

109 Kyko Global, 2020 WL 1159439 at *32. See also Levin v. Javeri (In re Firestar Diamond,

Inc.), 654 B.R. 836, 902 (Bankr. S.D.N.Y. 2023). Delaware courts have articulated a five factor test

for conspiracy theory jurisdiction: (i) a conspiracy to defraud existed, (ii) the defendant was a

member of that conspiracy, (iii) a substantial act or substantial effect in furtherance of the

conspiracy occurred in the forum state, (iv) the defendant knew or had reason to know of the act in

the forum state or that acts outside the forum state would have an effect in the forum state, and (v)

the act in, or effect on, the forum state was a direct and foreseeable result of the conduct in

furtherance of the conspiracy. Dan Dee Int’l, LLC v. Global New Ventures Grp., LC, 2024 WL

3043430, *4 (D. Del. Jun. 18, 2024) (citing Istituto Bancario Italiano SpA v. Hunter Eng’g Co., 449

A.2d 210, 225 (Del. 1982)). The main thrust of the two tests is similar: a substantial act in

furtherance of the conspiracy occurred in or had an effect on the forum, and the foreign coconspirator

knew or should have known about the act.

Here, the Complaint alleges a conspiracy between Raveendran, Riju,

Gokulnath and Kishore to defraud U.S. creditors by using the Debtor to

fraudulently transfer the Alpha Funds and the Camshaft LP Interest.110 Riju

testified that Raveendran was a decision-maker directing the fraudulent

transfers.111 The substantial acts (i.e., the fraudulent transfers) and the effects of

those acts were directed through and at Delaware entities. Therefore, even if

Raveendran was located outside of the United States, the Plaintiffs have shown

that he conspired to defraud creditors with coconspirators who had substantial

contacts with this forum by directing fraudulent activity using Delaware entities

and harming U.S. creditors. Accordingly, Raveendran is also subject to personal

jurisdiction under the conspiracy theory test.

3. Whether the Complaint states viable claims against Raveendran to

withstand a motion to dismiss under Rule 12(b)(6).

Raveendran also asserts that the claims against him should be dismissed

under Fed.R.Civ.P. 12(b)(6), made applicable hereto by Fed.R.Bankr.P. 7012.

When considering a motion to dismiss under Rule 12(b)(6), a Court should accept

well-pleaded factual allegations as true and determine whether they plausibly

support an entitlement to relief.112 “A claim has facial plausibility when the

pleaded factual content allows the court to draw the reasonable inference that the

110 Compl. ¶¶ 19, 132.

111 Compl. ¶¶ 41, 120.

112 Burtch v. Milberg Factors, Inc., 662 F.3d 212, 221 (3d Cir. 2011).

defendant is liable for the misconduct alleged.”113 This determination is a context

specific task, drawing on the reviewing court’s judicial experience and common

sense.114

(a) Count I –Aiding and Abetting Riju Ravindran’s Breach of Fiduciary

Duties

To support a claim against Raveendran for aiding and abetting Riju’s breach

of fiduciary duties, the Complaint must plead: (i) the existence of a fiduciary

relationship, (ii) a breach of the fiduciary’s duty, (iii) knowing participation in that

breach by the defendants, and (iv) damages proximately caused by the breach.115

This Court has previously determined that Riju Ravindran is liable for breaching

his fiduciary duties.116 The only factor in dispute is Raveendran’s “knowing

participation” in that breach.

“’Knowing participation’ requires a showing that the defendant both (1)

participated in the breach and (2) knew at the time that the conduct assisted

constituted a breach of fiduciary duty.”117 “To establish scienter, the plaintiff must

demonstrate that the aider and abettor had actual or constructive knowledge that

their conduct was legally improper.”118

113 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atlantic Corp. v. Twombly, 550 U.S.

544, 556 (2007)).

114 Ashcroft, 556 U.S. at 679.

115 Cred Inc. Liquidation Trust v. Uphold HQ Inc. (In re Cred Inc.), 650 B.R. 803, 820 (Bankr.

D. Del. 2023).

116 MSJ Mem. Op. at 35-39.

117 Miller v. American Capital, Ltd. (In re NewStarcom Holdings, Inc.), 547 B.R. 106, 119

(Bankr. D. Del. 2016) (citing Malpiede v. Townson, 780 A.2d 1075, 1096 (Del. 2001)).

118 Id. (citing RBC Capital Markets, LLC v. Jervis, 129 A.3d 816, 862-63 (Del. 2015)).

Raveendran argues that the Complaint cannot support a claim against him

for aiding and abetting Riju’s breach of fiduciary duty because he was only one

member of T&L’s Board and did not have authority to direct Riju. He also argues

that T&L owned the Debtor through a subsidiary, thereby further distancing T&L

and Raveendran from the authority to direct Riju.119 But the Complaint alleges

sufficient facts from which the Court can infer that Raveendran knowingly

participated in the breach of fiduciary duties, including that (i) Riju, although the

Debtor’s sole director, testified that he made no decisions on his own,120 including

decisions related to the First and Second Fraudulent Transfers,121 and (ii) when

asked who specifically at T&L directed his actions, Riju identified Raveendran and

Gokulnath.122

Furthermore, “knowing participation” can be inferred from a variety of

circumstances, including when the terms of the transaction are so egregious as to be

inherently wrongful.123 The Complaint alleges that there was no legitimate reason

for Raveendran to direct Riju to make the First and Second Fraudulent Transfers,

which transferred $533 million from the Debtor to a sham hedge fund when the

Debtor had substantial monetary obligations to fulfill under the Credit

Agreement.124 The Complaint contains sufficient detailed factual allegations to

119 As pointed out by Plaintiffs in their briefing, Raveendran’s own declaration contradicting

the allegations by claiming he did not direct Riju to do anything (despite Riju’s testimony under oath

to the contrary) are factual assertions to be tested with discovery later in this proceeding.

120 Compl. ¶¶ 41, 99.

121 Compl. ¶¶ 41, 63.

122 Compl. ¶ 41.

123 Klein v. H.I.G. Capital, L.L.C., 2018 WL 6719717, *17 (Del. Ch. Dec. 19, 2018).

124 Compl. 93-94, 100.

support the claim that Raveendran aided and abetted Riju’s breach of fiduciary

duty.

(b) Count II – Claim against Byju Raveendran for Breach of Fiduciary Duties

A claim for breach of fiduciary duty must allege (i) that a fiduciary duty

existed, and (ii) that the defendant breached that duty.125 Raveendran argues that

he had no fiduciary duty to the Debtor because he was never formally appointed as

an officer or director of the Debtor. Further Raveendran argues that the transfer of

the Camshaft LP Interest was a “permitted intercompany activity” under the Credit

Agreement. The Plaintiffs disagree.

Count II of the Complaint alleges that Raveendran, while holding himself out

as the Debtor’s CEO, caused the Debtor to transfer the Camshaft LP Interest to a

non-guarantor affiliate (Inspilearn) for no consideration.126 Allegations that

Raveendran signed the Transfer Agreement as the Debtor’s CEO provide sufficient

facts from which the Court may infer that he was serving as CEO and owed

fiduciary duties to the Delaware corporation. 127 Likewise, the Complaint contains

sufficient factual allegations to support an inference that the Transfer Agreement’s

purpose (i.e., to conceal the Debtor’s assets at a time when the Debtor needed money

to meet its legal and contractual obligations) was in breach of those fiduciary

125 Bond v. Rosen (In re NSC Wholesale Holdings, LLC), 637 B.R. 71, 85 (Bankr. D. Del. 2022)

(citing Palmer v. Reali, 211 F.Supp.3d 655, 666 (D. Del. 2016)).

126 Compl. ¶ 104.

127 See Harris v. Harris, 289 A.3d 310, 331 (Del. Ch. 2023) (“[F]ormality is not required for

fiduciary status.”); cf. WaveDivision Holdings, LLC v. Milennium Digital Media Sys., L.L.C., 2010

WL 3706624, *3 (Del. Ch. Sept. 17, 2010) (an individual who was not a formal manager, officer or

employee of an LLC nevertheless acted as a manager of the LLC and owed fiduciary duties in that

capacity.)

obligations.128 Whether the transfer was permissible under Credit Agreement is in

dispute129 and, in any event, irrelevant under the factual allegations pled here.

(c) Count IV – Accounting

Count IV seeks “a full and accurate accounting of the Debtor’s Alpha Funds,

and any proceeds thereof.”130 Raveendran argues that an accounting claim must be

made against Riju, as the Debtor’s officer and director, or against the Debtor’s

parent, Byju’s Singapore.

The Plaintiffs seek the accounting from Raveendran, as the Debtor’s CEO,

and as a director of T&L because, according to Riju’s deposition, “to the extent the

Debtor has books and records, they were maintained by or in the custody of T&L.”131

“An accounting is not so much a cause of action as it is a form of relief.”132

Generally, an accounting claim will not be dismissed when there is properly pled

claim for breach of fiduciary duty.133 Here, there are valid claims for breach of

fiduciary duty and for aiding and abetting Riju’s breach of fiduciary duty. The

Complaint alleges sufficient facts to support an accounting claim against

Raveendran.

(d) Count V – Conversion

“To state a claim for conversion, a party must allege that (i) it has a property

interest in the allegedly converted property; (ii) it had a right to possession of the

128 Compl. ¶¶ 108-11.

129 The Plaintiffs argue the Second Fraudulent Transfer violated the covenant requiring

compliance with applicable laws, citing Finestone Decl. (Adv. D.I. 94), Ex. 1 § 5.7.

130 Compl. ¶ 124.

131 Compl. ¶ 74. See also Compl. ¶¶ 118,

132 Rhodes v. Silkroad Equity, LLC, 2007 WL 2058736, *11 (Del. Ch. July 11, 2007).

133 Id.; see also Scott v. Vantage Corp., 2017 WL 3485818, *6 (D. Del. Aug. 15, 2017).

property; and (iii) the defendants wrongfully possessed or disposed of such property

as if it were their own.”134

The Complaint alleges that the Debtor had an interest in the Camshaft LP

Interest as of March 31, 2023, but that Raveendran unlawfully converted the

Debtor’s interest by directing and causing its transfer to Inspilearn at a time when

only Pohl had such decision-making authority.135

Raveendran argues for dismissal of the conversion claim because the Lenders

had no property interest in the Camshaft LP Interest or the monies lent to the

Debtor once the funds were provided to the Debtor. This argument is irrelevant to

the conversion claim, which asserts that the Debtor held an interest in the

Camshaft LP Interest which was wrongfully transferred. Similarly, Raveendran’s

argument that the transfer was permitted under the Credit Agreement fails

because the Complaint alleges that Raveendran had no right or authority to cause

the transfer the Camshaft LP Interest after Pohl was appointed as the Debtor’s sole

officer and director. Raveendran also asserts that the Plaintiffs cannot prove

damages from the conversion because the Plaintiffs received guarantees from the

Debtor’s affiliates. This argument also fails as irrelevant since the Complaint

134 ESG Capital Partners II, LP v. Passport Special Opportunities Master Fund, LP, 2015 WL

9060982, *15 (Del. Ch. Dec. 16, 2015).

135 Compl. ¶¶ 126-29. As mentioned earlier, the Complaint also alleges that on March 3,

2023, GLAS took control of the pledged shares in the Debtor and, as the Debtor’s sole shareholder,

GLAS appointed Pohl as the Debtor’s sole director, who then appointed himself as the Debtor’s sole

officer. Compl. ¶ 55. As this Court would later find, “as of March 3, 2023, Pohl was the only party

with corporate authority to direct the use, possession, transfer, or disposition of the property of the

Debtor.” Compl. ¶ 11, MSJ Memo. Op. at 42.

alleges that Raveendran wrongfully deprived the Debtor of its property interest in

the Camshaft LP Interest, which is required for the conversion claim.

(e) Count VI – Claim against Raveendran for Civil Conspiracy

Civil conspiracy is an independent wrong that occurs when there is: (i) a

confederation or combination of two or more persons; (ii) an unlawful act done in

furtherance of the conspiracy; and (iii) actual damage.”136 Raveendran arguse that

this claim should be dismissed because the Complaint fails to allege any meetings

or communications among the Defendants demonstrating a meeting of the minds

about an unlawful act.

However, plaintiffs do “not need to prove the existence of an explicit

agreement; a conspiracy can be inferred from the pled behavior of the alleged

conspirators. And to survive a motion to dismiss, all that is needed is a reasonable

inference that [the defendant in question] was part of the conspiracy.”137 The

Complaint here alleges that Raveendran acted with Riju and others to deprive the

Debtor and the Lenders of the Alpha Funds and then the Camshaft LP Interest.138

The Complaint alleges that Raveendran has continued to actively conceal and

provide misleading information about the Debtor’s assets post-bankruptcy.139 There

are sufficient factual allegations in the Complaint to infer that Raveendran (with

136 In re American Int’l Grp., Inc., 965 A.2d 763, 805 (Del. Ch. 2009).

137 CMS Inv. Holdings, LLC v. Castle, 2015 WL 3894021, *22 (Del. Ch. June 23, 2015)

(quoting American Int’l Grp., 965 A.2d at 806)).

138 Compl. ¶¶ 41, 63-64.

139 Compl. ¶¶ 120, 132.

Riju and others) participated in the unlawful acts that harmed the Debtor and its

creditors.

CONCLUSION

For the reasons set forth above, the Court concludes that: (i) the Debtor

properly served the Summons and Complaint upon Raveendran; (ii) this Court may

exercise personal jurisdiction over Raveendran for the claims in the Complaint; and

(iii) the Complaint adequately states claims against Raveendran for aiding and

abetting breach of fiduciary duty, breach of fiduciary duty, accounting, conversion,

and civil conspiracy.

An appropriate Order will be entered denying Raveendran’s Motion to

Dismiss.

FOR THE COURT:

BRENDANLINEHAN SHANNON

UNITED STATES BANKRUPTCY JUDGE

Dated: (Amended) December 8, 2025

33