So I don’t know exactly what’s in Elon Musk’s counterclaim against Twitter—they’re still under seal—but I got a clue today, when Twitter dropped its response. It’s spicy! Instead of letting Musk air his grievances first, Twitter went ahead and gave a blow-by-blow response, the better to bash Elon along the way.
I love this:
The counterclaims are a tailored narrative that is contradicted by the evidence and common sense
Usually, legal documents have mysterious, passive-aggressive digs at the other party in them. However, Twitter̵[ads1]7;s lawyers came out swinging in their response to Musk’s counterclaim. Maybe it’s because they know how many people will read these documents; maybe it’s just because they’re interpersonally bad.
We picked out our favorite passages in the papers, and display them here for anyone who might be interested.
So you may recall that Musk’s supposed reason for bailing on Twitter was because of Twitter’s “false and misleading statements.” Those statements have to do with spam and bot accounts, and were part of what Musk’s lawyers made at the hearing that set an October trial date.
Twitter briefly walks the court through the process, paperwork and disclosure statements in previous SEC filings. “Musk does not identify any false or misleading statement of fact in this disclosure,” notes Twitter. So where do his weird numbers come from? Well, they don’t know, because:
Musk doesn’t measure the same as Twitter or use the same data as Twitter.
Twitter goes on to suggest that Musk is deliberately distorting these numbers to “make waves”. And then it says, “Who’s the bot now, hot stuff?”
Musk’s “preliminary expert estimates” are nothing more than the result of running incorrect data through a generic online tool. … To confirm the unreliability of Musk’s conclusion, he relies on an internet application called “Botometer” – which uses different standards than Twitter does, and which Musk himself identified as highly likely to be a bot earlier this year.
I can’t quite explain how funny I find this? Musk’s fancy, secret, “proprietary” analysis of Twitter data was one website called Botometer.
This is, for my money, the funnest part of the document. Here are some things Twitter is willing to admit are true:
Twitter admits that Musk is a Twitter user and has founded several companies.
Twitter admits its business is complex.
Twitter admits that Musk is a Twitter user and has over 100 million followers
Twitter admits it detects and removes spam from its platform
But “Twitter otherwise lacks sufficient knowledge or information to form a belief” about whether Musk believes in free speech and open debate, whether he values Twitter as a town hall, or that Twitter was a natural option for him to invest in. Later, Twitter admits that “Musk tweets often.” It does so once with these words and once like this:
Twitter admits that Musk uses Twitter actively and that many believe that open discourse is essential for a functioning democracy.
Does Twitter believe that open discourse is essential to a functioning democracy? Don’t know, but they can’t form a belief about whether, for Musk, “eliminating free speech is a cure worse than the disease.”
Twitter admits that it did not provide the information in the April 28, 2022 press release to the Musk parties until the merger agreement was signed and before the parties had a non-disclosure agreement in place.
Sorry, this might be the quietest of the “Twitter admits”, which is: yes, we didn’t give him the press release until he signed the NDA. Now this is in response to Musk complaining that he was not notified when Twitter announced that they were miscalculating their daily active users for several years. But it seems pretty reasonable to me not to tell people with strong Twitter habits and poor impulse control until they’ve signed an NDA.
Or maybe it’s this one. Musk’s lawyers wrote that because Musk believed due diligence was “costly and ineffective,” he did not do it.
Twitter says the Musk parties refused to do any due diligence before signing the merger agreement.
Man, I mean, sometimes it just stings when your opponent agrees with you, right?
Twitter admits that on 8 July 2022 the defendant purported to terminate the merger agreement, that Twitter then filed a lawsuit to seek concrete fulfillment of the merger agreement, and that the defendant has filed counterclaims.
Oh yeah, good, Twitter admits this case exists.
Okay, so remember the will-he-or-will-he dance about Musk joining the board? Twitter does it!
Musk abruptly changed his mind about joining Twitter’s board (after first negotiating an offer to join the board, accepting it in writing and tweeting that he was “excited” to take the position), notifying Mr. Agrawal that same, and also notified Mr. Agrawal of his intention to make an offer to buy Twitter.
Because Musk did not identify any false or misleading statements Twitter made, Twitter has been angered by his withdrawal from the acquisition:
Musk has just invented this new pretext to avoid the merger agreement, as these supposed inaccuracies are not mentioned anywhere in his July 8 letter to Twitter explaining the basis for his alleged termination of the merger agreement, nor in any other communications with Twitter since he signed the merger. deal. Regardless, Twitter never made the revelations he now claims are false.
In Musk’s claim, his lawyers write that “Twitter’s primary business is operating a microblogging social media network where users share 280-character messages called ‘tweets.'” Twitter denies this, hilariously.
[Twitter’s] its primary product, Twitter, is a global platform for real-time self-expression and conversation, including in the form of tweets. Twitter further claims that tweets have a maximum length of 280 characters.
I wonder what “social networking” and “microblogging” mean to Twitter’s lawyers?
I don’t think this one needs more context, honestly. I’m just surprised not to see an actual emoji in the archive:
On May 16, 2022, Mr. Musk publicly responded to that tweet thread with a poop emoji.