This illustration photo taken on July 8, 2022 shows Elon Musk’s Twitter page displayed on the screen of a smartphone with Twitter logo in the background in Los Angeles.
Lawyers for Twitter are asking a judge to transfer a lawsuit over mass layoffs at the company from San Francisco federal court to the District of Delaware, arguing it’s the proper venue based on the contract over which the ex-employees are suing.
The motion filed Friday asks in the alternative for the lawsuit to be dismissed for being filed in an improper venue, which would allow the plaintiffs to file a new lawsuit elsewhere.
It’s the latest move in litigation surrounding the mass layoffs that rocked Twitter in the wake of Elon Musk’s ownership, with eight ex-employees suing in a proposed class action that argues the company violated federal and state laws that require 60 days notice before closures or mass layoffs.
U.S. District Judge James Donato on Dec. 15 ordered Twitter to tell all terminated employees about the lawsuit, which seeks to certify a class of plaintiffs far beyond the eight named in the complaint. Donato called the lawsuit “a textbook scenario for providing notice of a pending class action lawsuit.”
Twitter, meanwhile, has a pending motion to force the plaintiffs to have their claims decided through an individual arbitration process instead of a group action, as well as to strike the class allegations.
According to the venue transfer motion, the agreement at issue “contains an express forum-selection provision that clearly states the exclusive venue for any legal proceedings “aris[ing] out of or relating to” the Merger Agreement lies in the state or federal courts of the State of Delaware.”
“In their haste to file this lawsuit and allege a purported right to enforce the Merger Agreement and alleged promises based thereon, Plaintiffs ignored a key term in the Merger Agreement: the exclusive venue and forum-selection provision, which expressly mandates that any actions relating to the Merger Agreement proceed only in the federal or state courts of Delaware,” according to the motion. “Plaintiffs cannot ‘pick and choose’ which provisions of the Merger Agreement they want to enforce and which they want to ignore; rather, if they claim the ability to enforce one of its terms, then in equal measure they must comply with and be bound by its other terms.”
The motion also seeks to dismiss claims brought under California law, arguing they are not properly stated.
Twitter’s motion to compel arbitration is scheduled to be heard on Jan. 12.
The new motion says they “cannot dispute” that their contract claims are based on the agreement that Twitter says expressly makes Delaware the proper venue.
“Plaintiffs cannot establish that the forum-selection clause resulted from fraud or overreach,” according to the motion. “The Merger Agreement was negotiated and drafted by highly-sophisticated parties and their counsel as part of an arm’s-length transaction.”
Moving the case across the country doesn’t “deprive the plaintiffs of their day in court” because “travel alone is insufficient to meet this heavy burden.” Also, one of the plaintiffs, Miguel Barreto, lives in New York, which the motion notes is closer to Delaware than it is California. Plaintiffs Emily Kim and Brett Folkins live in Seattle, already 800 miles from the current court, so “litigating in San Francisco is not more convenient for them than in Delaware.”
The other plaintiffs are Emmanuel Cornet, Justine De Caires, Grae Kindel, Alexis Camacho and Jessica Pan.
“Plaintiffs’ counsel maintains her primary office in Boston, Massachusetts, which is closer to Delaware than California.
“Also, transferring this action to the District Court of Delaware will not require substantially more time investment from Plaintiffs themselves,” according to the motion. “Plaintiffs seek to prosecute claims on behalf of a putative nationwide class, so litigating these claims in Delaware will have no greater inconvenience to putative class members than litigating in California.”
None of the plaintiffs have proper legal standing to pursue claims under California law, and with Twitter being a Delaware corporation, plaintiffs “cannot show that California has a greater interest in the lawsuit than Delaware,” Twitter argues.
Twitter is represented by attorneys at Morgan, Lewis & Bockius LLP.
Plaintiffs lawyers at Lichten & Liss-Riordan, P.C., based in Boston, could not be reached for comment on Monday. They have until Jan. 6 to respond to the motion, with Twitter’s optional reply due by Jan. 13. A hearing is scheduled Feb. 23 in San Francisco.
Read the second amended complaint here.
(Image: Photo by CHRIS DELMAS/AFP via Getty Images)