Professional Documents
Culture Documents
Canary Marketing Sues Twitter
Canary Marketing Sues Twitter
16 Defendants.
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20 PARTIES
21 1. Canary is a California limited liability company with its principal place of business
22 in San Ramon, California. Canary is a multi-faceted marketing company that, among other things,
25 2. Upon information and belief, Twitter is a Delaware corporation with its principal
26 place of business in San Francisco, California. Twitter is a social media company that operates the
27 microblogging and social networking service Twitter. Twitter had been a public company for
28 nearly a decade until its acquisition by Elon Musk for about $44 billion on October 27, 2022.
54091.001/692189.1
COMPLAINT
1 3. The true names and capacities of defendants Does 1 through 5, inclusive, are
2 unknown to Canary, and Canary therefore sues such Defendants by such fictitious names pursuant
3 to California Code of Civil Procedure section 474. Canary will seek leave of court to amend this
4 complaint after it has ascertained the true names and capacities of the Doe Defendants.
5 4. Upon information and belief, each of the Defendants, including the Defendants
6 served as Doe Defendants herein, was the agent and/or employee of each of the remaining
7 Defendants and in doing the things herein mentioned was acting within the scope of such agency
8 and/or employment and are responsible for each and every act and obligation herein set forth and
10 5. This Court has jurisdiction over this dispute because the amount in controversy,
11 exclusive of interest and costs, exceeds the jurisdictional minimum of this Court.
12 6. Venue is proper in San Francisco County because Twitter is based in this County;
B ROTHERS S MITH LLP
13 the contract at issue herein was entered into, and was to be performed, in whole or in part, in this
W A LNU T C RE E K , CA
A TT O RN EY S A T L A W
14 County; and a substantial part of the events or omissions giving rise to Canary’s claims against
16 7. On or about June 24, 2020, Canary and Twitter entered into the Master Services
17 Agreement (the “MSA”), pursuant to which Canary agreed, among other things, to provide goods
18 and services to Twitter, and Twitter agreed, among other things, to pay Canary for the goods and
19 services that Twitter received within sixty (60) days of receipt of an invoice. (A true and correct
20 copy of the MSA is attached hereto as Exhibit A and incorporated herein by this reference.)
21 8. Between approximately June 2020 and August 2022, Canary provided goods and
22 services to Twitter, and in compliance with the MSA, Twitter paid Canary within sixty (60) days
23 after receipt of invoices from Canary. Beginning in September 2022, Canary provided goods and
24 services to Twitter and sent invoices requesting payment for such work, but Twitter has failed to
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54091.001/692189.1 -2-
COMPLAINT
1 FIRST CAUSE OF ACTION
2 (Breach of Contract)
3 9. Canary realleges and incorporates by reference the allegations of Paragraphs 1
4 through 8, inclusive, as though set forth herein in full.
5 10. Canary and Twitter entered into the MSA pursuant to which Canary agreed to
6 provide goods and services to Twitter; and Twitter agreed to make the required payments of
8 11. Canary fully performed all of its obligations that the MSA required Canary to do,
9 except for any obligations that Canary was excused from having to perform due to Twitter’s
10 breach.
11 12. Twitter breached the MSA by failing to pay Canary’s invoices within the required
13 13. As of the date of filing this Complaint, Canary has suffered damages due to
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14 Twitter’s breach of the MSA in the amount of $388,171.87, plus interest thereon. Additionally,
15 there are two more invoices which Twitter has failed to pay but will not be past the sixtieth day
16 from invoicing until approximately one week after the filing of this Complaint; those two invoices
17 are in the sum of $4,067.24. Accordingly, Canary’s total damages requested for Twitter’s breach
24 15. On November 14, 2022, an account was stated in writing as between Canary and
25 Twitter for the sums due and owing from Twitter to Canary. As stated in that writing, the total
27 16. Subsequent to November 22, 2022, Defendant Twitter has not made any payments
28 to Canary.
54091.001/692189.1 -3-
COMPLAINT
1 17. As a result of Twitter’s default on the account, Canary has been required to retain
2 the services of the law firm of Brothers Smith LLP, and has incurred and continues to incur
9 19. An actual controversy has arisen and now exists between the parties about their
10 respective rights and obligations under the MSA in that Canary interprets the requirements of the
11 agreement to require Twitter to pay all Canary invoices within sixty (60) days of receipt, including
12 the invoices delivered to Twitter in September, October, and November 2022; on information and
B ROTHERS S MITH LLP
13 belief, Twitter appears to interpret the MSA as allowing it to pay or not pay Canary invoices when
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A TT O RN EY S A T L A W
15 20. Canary desires a judicial declaration of its rights and/or duties with respect to
16 Defendants, and specifically requests a judicial declaration that Defendants are obligated to pay
18 21. A judicial declaration is necessary and proper at this time under the circumstances
19 now existing. A determination on the parties’ controversy is essential to guide Canary and
20 Defendants in connection with their past, current, and future alleged rights and duties, to afford a
21 ready and efficient resolution of the controversy, and to prevent financial and other harm
28 $392,239.11;
54091.001/692189.1 -4-
COMPLAINT
1 2. For prejudgment interest on the damages suffered.
7 sixty (60) days of receipt of the same, including the invoices that Twitter received in September,
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B ROTHERS S MITH LLP
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By:
16 Mark V. Isola
Attorneys for CANARY, LLC DBA CANARY
17 MARKETING
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54091.001/692189.1 -5-
COMPLAINT