Twitter sues Elon Musk for backing out of takeover deal

2025-04-27 17:03:10admin

It looks like Twitter is doing something Elon Musk wouldn't: It's making good on its promise.

Twitter officially filed a lawsuitagainst Musk on Tuesday after the Tesla CEO announced last week that he was backing out of his agreement to take over the social media company. The lawsuit was filed in the Delaware Court of Chancery, which specializes in cases involving business disputes.

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In the lawsuit, which submits a number of Musk's own tweets as evidence, Twitter goes in on the billionaire for his behavior in the time since Musk agreed to takeover the company.

"Less than three months later, Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests," reads the lawsuit. "Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away."

Almost immediately after signing the agreement, Musk appeared to be looking for a way out of it. He's often cited his post-agreement research into how many fake accounts are on Twitter as cause for the breach and claimed the company misrepresented this number to him.

Twitter, in its lawsuit, tears Musk's excuse to shreds, calling it a "model of hypocrisy."

"One of the chief reasons Musk cited on March 31, 2022 for wanting to buy Twitter was to rid itof the '[c]rypto spam' he viewed as a 'major blight on the user experience.' Musk said he needed to take the company private because, according to him, purging spam would otherwise be commercially impractical," the lawsuit states. "In his press release announcing the deal on April 25, 2022, Musk raised a clarion call to 'defeat[] the spam bots.'"

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Tweet may have been deleted

Included in the lawsuit is a tweetfrom Musk from days before the deal was signed in which he clearly stated that his executive goal would be to "defeat the spam bots or die trying."

As Twitter appears to safely deduce, Musk is really backing out because "the market declined," causing Elon Musk's own stockholdings in Tesla to lose value, thus the "fixed-price deal" for Twitter "became less attractive." The lawsuit disparages Musk's behavior in publicly attacking the company as a "model of a bad faith."

SEE ALSO: Can the courts force Elon Musk to buy Twitter now that he doesn't want it?

The lawsuit also references Musk's breach of the non-disclosure agreement with his tweets regarding Twitter's internal spam account estimates. This part is important because it's where the poop emoji enters into the case.

In order to defend Musk's claims about Twitter spam, CEO Parag Agrawal tweeted a statement on the platform addressing how the company handles the fake account issue. The lawsuit enters Musk's "disparaging" tweet reply – aka a tweet with nothing more than a poop emoji – to Agrawal as evidence.

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There are a number of other tweets from Musk included in the lawsuit. Most notably, the filing includes the memeshe tweetedafter he publicly stated that he was terminating the deal. Twitter claims these memes are "implying that his data requests were never intended to make progress toward consummating the merger, but rather were part of a plan to force litigation in which Twitter’s information would be publicly disclosed." The company makes that claim because it's pretty much exactly what Musk's memes stated.

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Twitter is being very clear about what it wants in the lawsuit. The company is seeking "specific performance," a legal term for when a court orders a party to actually go through with its promise. This means Twitter would like the court to make Musk abide by the terms he agreed to and force him to complete his acquisition of the company.

According to legal experts, the details don't appear to favor Musk. The Delaware Chancery Court has rarely decided in favor of the party attempting to back out of its commitment. And Twitter seems to have a pretty rock-solid case. But, of course, this is an extremely high-profile case and stranger things have happened.

Musk has since responded to the lawsuit with, what else, a tweet.