Sanas.AI Inc. v. Krisp Technologies, Inc.

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SANAS.AI INC.,
Plaintiff,
v.
KRISP TECHNOLOGIES, INC.,
Defendant.
Case No. 25-cv-05666-RS
ORDER DENYING KRISP’S MOTION
TO DISMISS SANAS’ CLAIMS AND
GRANTING IN PART AND DENYING
IN PART SANAS’ MOTION TO
DISMISS KRISP’S COUNTERCLAIMS
I. INTRODUCTION
Defendant and Counterclaim Plaintiff Krisp Technologies (“Krisp”) and Plaintiff and
Counterclaim Defendant Sanas AI (“Sanas”), two technology competitors and almost-
collaborators, move to dismiss each other’s claims and counterclaims, respectively. Sanas has
adequately pled trade secret misappropriation, co-inventorship and co-ownership, and false
advertising claims against Krisp. Accordingly, Krisp’s motion to dismiss as to these claims is
denied as set forth below.
Sanas’ motion as to Krisp’s state-law counterclaims is denied in part as well because Krisp
has adequately pled violations of Cal. Bus. & Prof. Code § 17043 and §§ 17200 et. seq. However,
since allegations of violations of Cal. Bus. & Prof. Code § 17044 cannot survive when based on a
defendant freely giving away a product, Sanas’ motion to dismiss is granted as to count three of
Krisp’s counterclaims as set forth below.
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 1 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
II. BACKGROUND1
Sanas and Krisp are competitors in the market for voice communication software.
Specifically, their technology improves phone and video call conversations in real-time by
converting accents and reducing background noise. It is most commonly deployed in call centers.
Krisp entered the market first with background noise suppression software. Concurrent
with the release of its noise suppression technology, Krisp filed a provisional patent application
that was awarded on August 24, 2021.
Sanas AI was founded a few years later by Maxim Serebryakov, Shawn Zhang, and
Andrés Pérez Soderi, three former Stanford classmates, along with Sharath Narayana, an
entrepreneur. The Sanas co-founders were originally focused on accent conversion. Between 2020
and 2021, they built out a database of accented human speech, including identifying and recording
“ideal” target accents. They then developed software that translates accents between parties in
real-time, fast enough and at a high enough quality that normal conversation can be carried out,
leveraging unique student-teacher machine learning architecture and parallel data generation.
They launched their first product in 2021 and filed a provisional patent application titled
Real-Time Accent Conversion Model in May 2021. Other applications followed, including six
patents by September 2025.
A. Collaboration Discussions Between Sanas and Krisp
Krisp alleges that by at least July 2021, it also was developing accent conversion
technology using student-teacher machine learning architecture. That fall, Krisp reached out to
Sanas about collaborating. Between October 2021 and November 2022, the parties explored
collaboration, and Sanas provided, upon Krisp’s solicitation, technical details about Sanas’ accent
conversion technology. That technical information included performance details in the case of
strong accents, different dialects, and background voices; intelligibility of various converted
audio; end to end latency metrics when used with different platforms; support for different
1 For the purposes of these motions, unless otherwise stated, this order accepts well-pled factual
allegations made in the complaint and counterclaims as true.
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 2 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
microphone types; CPU utilization; details about the technology stack and current and future
technical specifications; and decisions and plans to build versus buy certain algorithms and
features.
Upon Sanas’ request, the parties entered a non-disclosure agreement (NDA) on November
17, 2021. The NDA acknowledged that Sanas “ha[d] disclosed, and may further disclose certain
confidential technical and business information. . . that [Sanas] desires [Krisp] to treat as
confidential.” The NDA defined “Confidential Information” as (i) written information that is
“marked ‘Confidential,’ ‘Proprietary’ or in some other manner to indicate its confidential nature,”
or (ii) oral information that is “reduced to a written summary [] that is marked in a manner to
indicate its confidential nature and delivered to the Recipient within thirty (30) days after its initial
disclosure.” Dkt. 39-2, Ex. A, § 2.A. Pursuant to the NDA, Krisp promised not to use Sanas’
confidential information “for any purpose except to evaluate and engage in discussions” relating to
the licensing opportunity Krisp had solicited. Id., § 3. The NDA further provided that “[n]othing
in this Agreement is intended to . . . grant [Krisp] any rights in or to the Confidential Information
of [Sanas] except as expressly set forth in this Agreement.” Id., § 8.
The parties continued to explore collaboration, creating a Slack channel for exchange of
information directly between the companies’ technical teams. At various times, Sanas also sought
an exclusivity agreement to enhance protection of the information it was sharing. Krisp refused.
Sanas proceeded nonetheless, expressly indicating to Krisp that it understood the NDA to provide
sufficient protection for the technical discussions the two companies were having. At the end of
October 2022, however, Krisp stopped responding to outreach from Sanas’ senior management.
On November 4, 2022, Krisp emailed Sanas stating that Krisp did not want to proceed with the
partnership for various reasons, including that Krisp was not yet interested in pursuing accent
translation.
B. Krisp’s Accent Conversion Technologies and Patent Filings
On April 27, 2023, sixteen months after Krisp first reached out to Sanas about licensing its
technology and five months after discussions terminated, Krisp publicly announced “early access”
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 3 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
to its own proprietary AI accent conversion technology. It posted an article on its company blog
announcing “Krisp AI Accent Conversion: Get Ready for a Communication Revolution.” The
article explains that Krisp “ha[d] been working tirelessly to create a technology that utilizes real-
time inflection changes to help customers understand agents better by dynamically changing
agents’ accents into the customer’s natively understood accent.” It announced a range of dialects
for which the product already worked.
On July 21, 2023, Krisp filed two provisional U.S. patent applications, which issued as
U.S. Patent No. 12,205,609 (“the ’609 Patent”) and U.S. Patent No. 12,223,979 (“the ’979 Patent”
and, together with the ’609 Patent, the “Krisp Accent Conversion Patents”). The Krisp Patents cite
Sanas’ accent conversion technology patents and patent applications.
Sanas alleges that the Krisp Accent Conversion Patents do not disclose or claim any novel
or non-obvious approaches to generating parallel data for speech conversion but rather claim, as
Krisp’s own inventions, techniques and approaches discussed in Sanas’ earlier patent applications
and issued patents. Sanas also alleges that the Krisp Patents rely and build upon information
provided by Sanas employees, including co-founder Serebryakov, such that they should have been
named as joint inventors. Specifically, they assert that information regarding the process of
training the student machine learning algorithm with the teacher algorithm, which Sanas
employees shared with Krisp, are reflected in the ‘609 and ‘979 Patents.
In March 2025, Krisp launched “Krisp AI Accent Conversion v3.” Krisp also markets a
product called “Accent Localization” (together, the “Accused Products”).
C. Krisp’s Public Statements about Sanas Accent Conversion Technology
On April 21, 2025, Krisp published a public blog post, “Krisp vs. Sanas: Accent
Conversion Comparison” (the “2025 Accent Conversion Blog Post”), comparing Krisp’s accent
conversion technology to Sanas’. Sanas alleges Krisp knew, or had reason to know, many of the
statements regarding Sanas’ accent conversion technology were false or misleading. Sanas also
alleges that Krisp has run and continues to run Google ads which read, “Better Sanas AI
alternative,” and link to the 2025 Accent Conversion Blog Post.
On or about August 28, 2025, Sanas wrote a cease-and-desist letter to Krisp regarding the
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 4 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
5
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
false and misleading statements in the 2025 Accent Conversion Blog Post, identifying at least 15
different false and misleading statements. At the time of filing, September 22, 2025, Krisp
continued to publish various false and misleading statements in its blog post.
Krisp claims to have used 70 pairs of recordings to inform these statements about Sanas’
technology. Sanas, however, alleges those samples reflect an outdated version of their software
from December 2023 or earlier. On or about September 9, 2025, Krisp, through its outside
counsel, responded to Sanas’ cease and desist, insisting the fifteen statements were “accurate at the
time they were made based on publicly available information.”
D. Sanas Noise Cancellation Technology and Krisp’s Public Statements
In August 2024, Sanas announced that it was offering noise cancellation technology,
giving it away for free to users who do not have the Krisp app. Around the same time, in two
separate public blog posts, one dated August 30, 2024 and titled “Krisp vs. Sanas: Noise
Cancellation Comparison” (the “2024 Noise Cancellation Post”) and a second dated July 22, 2025
and titled “Krisp vs. Sanas – Inbound Noise Cancellation Comparison” (the “2025 Noise
Cancellation Post”) (together, the “Noise Cancellation Blog Posts”), Krisp made a total of at least
eighteen statements regarding the features and value of Sanas’ noise cancellation technology.
Sanas alleges public sources available at the time showed those statements to be false or
misleading.
In the 2024 Noise Cancellation Post, the statements included the following: that Sanas only
supports Windows platforms; customer-side noise cancellation technology is not available; there is
noise leakage and voice degradation in contact center environments; the sample rate supports
8kHz only; the app does not support older CPUs; users often have to restart their drivers to avoid
breakdown of mic and speaker audio streams; only 30,000 agents use Sanas; Sanas is a “new
entrant” with minimal deployments and testing for headset and application compatibility and
remote deployments; settings for admins, app version management, auto-update, and enterprise
grade support are all limited; and certain analytics are not available. The statements in the 2025
Noise Cancellation Post were similar to those in the 2024 Noise Cancellation Post.
Krisp represents in its blog posts that the evaluations are based on “objective” and
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 5 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
6
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
representative analysis of Sanas software while processing audio samples as well as crowdsourced
A/B testing that presented a “fair comparison.” Sanas alleges that Krisp’s evaluations were not
objective nor representative but rather reflect a biased set of samples.
E. Sanas’ Claims and Krisp’s Counterclaims
In July 2025, Sanas filed suit against Krisp. The first amended complaint, filed in
September 2025, brought claims for infringement of six of Sanas’ accent conversion technology
patents, including four instances of alleged willful infringement; misappropriation of trade secrets
in violation of the Defend Trade Secrets Act (“DTSA”), 18 U.S.C. § 1836, and California’s
Uniform Trade Secrets Act (“CUTSA”), Cal. Civ. Code § 3426 et seq; false advertising in
violation of the Lanham Act, 15 U.S.C. § 1125, and California’s False Advertising Law (“FAL”),
Cal. Bus. & Prof. Code § 17500 et seq.; and unfair competition in violation of California’s Unfair
Competition Law (“UCL”), Cal. Bus. & Prof. Code § 17200 et seq..
Krisp brought counterclaims against Sanas for patent infringement with regard to its noise
cancellation technology and violations of the California Unfair Practices Act (“UPA”), Cal. Bus.
& Prof. Code §§ 17043, 17044 et seq., and California’s UCL, id. § 17200 et seq. for allegedly
giving away that technology for free as a loss leader in order to injure Krisp and competition
generally.
Both parties have filed cross-motions to dismiss. Krisp moves to dismiss Sanas’ trade
secret, co-inventorship and co-ownership claims, and false advertising claims. Sanas moves to
dismiss Krisp’s state-law counterclaims for violations of the California’s UPA and UCL.
III. LEGAL STANDARD
Rule 12(b)(6) governs motions to dismiss for failure to state a claim. A complaint must
contain a short and plain statement of the claim showing the pleader is entitled to relief, Fed. R.
Civ. P. 8(a), and “giv[ing] the defendant fair notice of what the… claim is and the grounds upon
which it rests,” Bell Atlantic v. Twombly, 550 U.S. 544, 570 (2007) (citing Conley v. Gibson, 355
U.S. 41, 47 (1957)). While “detailed factual allegations” are not required, a complaint must have
sufficient factual allegations to “state a claim to relief that is plausible on its face.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atlantic v. Twombly, 550 U.S. 544, 570 (2007)).
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 6 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
7
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Dismissal under Rule 12(b)(6) may be based on either the “lack of a cognizable legal theory” or
on “the absence of sufficient facts alleged” under a cognizable legal theory. UMG Recordings, Inc.
v. Shelter Capital Partners LLC, 718 F.3d 1006, 1014 (9th Cir. 2013) (internal quotation marks
and citation omitted). When evaluating such a motion, courts “accept all factual allegations in the
complaint as true and construe the pleadings in the light most favorable to the nonmoving
party.” Knievel v. ESPN, 393 F.3d 1068, 1072 (9th Cir. 2005).
In dismissing a complaint, leave to amend must be granted unless it is clear the
complaint’s deficiencies cannot be cured by amendment. Lucas v. Dep’t of Corrections, 66 F.3d
245, 248 (9th Cir.1995). When amendment would be futile, however, dismissal may be
ordered with prejudice. Dumas v. Kipp, 90 F.3d 386, 393 (9th Cir.1996). When the “plaintiff has
previously been granted leave to amend and has subsequently failed to add the requisite
particularity to its claims, ‘[t]he district court’s discretion to deny leave to amend is particularly
broad.’ ” Zucco Partners LLC v. Digimarc Corp., 552 F.3d 981, 1007 (9th Cir.2009) (quoting In
re Vantive Corp. Sec. Litig., 283 F.3d 1079, 1097–98 (9th Cir.2002)).
IV. DISCUSSION
A. Krisp’s Motion to Dismiss Sanas’ Trade Secret Claims
To state a claim for trade secret misappropriation under CUTSA, a plaintiff must allege
that: (1) the plaintiff owned a trade secret; (2) the defendant misappropriated the trade secret; and
(3) the defendant’s actions damaged the plaintiff.” Autodesk, Inc. v. ZWCAD Software Co., Ltd.,
No. 14–1409, 2015 WL 2265479, at *5 (N.D. Cal. May 13, 2015) (citation omitted). The elements
of misappropriation under the DTSA are similar to those under CUTSA. Compare 18 U.S.C. §
1839(5) with Cal. Civ. Code § 3426.1(b). See InteliClear, LLC v. ETC Global Holdings, Inc., 978
F.3d 653, 657–58 & n. 1 (9th Cir. 2020) (noting courts have analyzed claims together based on
similarity of elements). “A ‘trade secret’ is defined as information that: (1) derives independent
economic value from not being generally known to the public; and (2) is the subject of efforts that
are reasonable under the circumstances to maintain its secrecy.” Gatan, Inc. v. Nion Company, No.
15–1862, 2017 WL 1196819, at * 6 (N.D. Cal. Mar. 31, 2017) (citing Cal. Civ. Code § 3426.1).
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 7 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
8
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
See also Kewanee Oil Co. v. Bicron Corp., 416 U.S. 470, 476 (1974) (“The subject of a trade
secret must be secret, and must not be of public knowledge or of a general knowledge in the trade
or business.”).
Krisp moves to dismiss Sanas’ trade secret claims, count six and seven for
misappropriation of trade secrets under DTSA and under CUTSA, respectively. Krisp argues that
Sanas cannot plead reasonable secrecy measures, the alleged categories of information are not
trade secrets, and Sanas has not pled any independent economic value.
i. Secrecy
Krisp insists that Sanas’ allegations do not establish Sanas exercised reasonable care to
ensure the confidentiality of their alleged trade secrets because Sanas did mark the information it
shared as “Confidential” or “Proprietary.” Dkt. 39 at 15. Even assuming the NDA controls the
parties’ relationship regarding those disclosures, Krisp’s argument fails because the NDA allows
written Confidential Information to be designated as such by being “marked ‘Confidential,
‘Proprietary’ or in some other manner to indicate its confidential nature.” Dkt. 39-2, Ex. A, § 2.A
(emphasis added).
Sanas has alleged that its CEO expressly sought, in an email to Krisp’s COO Schoenfield,
further protections for its confidential information before responding to Krisp’s requests in late
summer 2022 for additional technical information about Sanas’ technology. Dkt. 35 ¶ 59. Sanas
alleges that Schoenfield refused to agree to exclusivity at that time. So, in response, Sanas agreed
to continued exchange of information with express reference to the NDA as providing protection
over future technical discussions. Id. Sanas alleges that Krisp, in turn, responded, stating he was
“glad to get us started.” Id. at ¶ 61. Subsequently, information was exchanged through a Slack
channel set-up specifically for exchange of this information, among other communications.
There are no bright line rules as to what steps a party must take to preserve
its trade secrets, including how to “indicate its confidential nature” “in some… manner” as the
NDA requires. Dkt. 39-2, Ex. A, § 2.A. Admittedly, Sanas may be hard-pressed to persuade a trier
of fact that their preliminary email communications with Krisp regarding the need for information
protections and use of a specially designated Slack channel satisfied the requirements of the NDA.
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 8 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
9
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Nevertheless, dismissal on these grounds is not warranted at this stage. See Medtronic MiniMed,
Inc. v. Nova Biomed. Corp., 2009 WL 10671420, at *5 (C.D. Cal. May 22, 2009) (Whether a
party’s efforts were “reasonable measures to maintain secrecy are factual issues for the jury to
decide.”). See also Vesta Corp. v. Amdocs Mgmt., Ltd., 2018 WL 4354301, at *16 (D. Or. Sept.
12, 2018) (“[W]hether plaintiff took reasonable efforts to maintain the secrecy of its [ ]
information is an issue best left for the trier of fact.”).
ii. Not Trade Secrets
Krisp argues that Sanas’ alleged categories of information are not protectable as trade
secrets as a matter of law. A plaintiff must “describe the subject matter of the trade secret with
sufficient particularity to separate it from matters of general knowledge in the trade or of special
persons who are skilled in the trade, and to permit the defendant to ascertain at least the
boundaries within which the secret lies.” Pellerin v. Honeywell Int’l, Inc., 877 F. Supp. 2d 983,
988 (S.D. Cal. 2012) (quoting Diodes, Inc. v. Franzen, 260 Cal. App. 2d 244, 253 (1968)). That
said, a plaintiff need not “spell out the details of the trade secret.” Autodesk, Inc. v. ZWCAD
Software Co., 2015 WL 2265479, at *5 (N.D. Cal. May 13, 2015).
In this case, Sanas’ allegations meet the pleading threshold. For example, Sanas alleges the
following are trade secrets: customer requirements, intensive market research, results of in-field
deployments, performance metrics related to CPU utilization for particular hardware
configurations, and latency with different call center platforms. Dkt. 35 ¶¶ 67, 70-71. This is
sufficient for notice. The appropriate mechanism for Krisp to obtain greater specificity as to
what trade secrets are claimed is to pursue the matter through disclosures, interrogatories, meet
and confer negotiations, or such other facets of the discovery process as may be warranted.
iii. Independent Economic Value
Sanas also must plausibly allege that its trade secrets have independent economic value
that derives from not being generally known. The allegations establish that both parties found
economic value in the trade secrets. Krisp made significant efforts to obtain the information,
following up with Sanas repeatedly, and indicated that the possibility of a business partnership
depended on the information. Sanas itself spent years conducting market research and developing
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 9 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
10
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
and testing its technology to develop the alleged trade secrets, which helped it raise a $32 million
Series A financing. Sanas also took efforts to protect the information through the NDA and use of
secure communication channels. This establishes independent economic value.
B. Krisp’s Motion to Dismiss Sanas’ Co-Inventorship and Co-Ownership Claims
Krips also moves to dismiss Sanas’ co-inventorship and co-ownership claims, arguing
Sanas makes threadbare and conclusory allegations regarding Sanas’ inventors and, as a matter of
law, the contributions are well-known concepts in the art insufficient for inventorship. To plead a
co-inventorship claim and associated claims of co-ownership properly, a plaintiff must overcome
the presumption that the patent’s named inventors are correct. A plaintiff does this by alleging
facts from which a court can infer (1) the plaintiff “made a more-than-insignificant contribution”
to the conception of at least one claim and (2) the plaintiff and named inventors engaged in some
“joint behavior, such as ‘collaboration or working under common direction.’ ” See CelLink Corp.
v. Manaflex LLC, No. 23-CV-04231-HSG, 2025 WL 1993517, at *5 (N.D. Cal. July 17, 2025)
(citation omitted).
Sanas has met this burden by alleging that Sanas co-founder Serebryakov described
specific features, e.g., teacher-student machine learning models and parallel data generation, to
Krisp, see Dkt. 35 ¶¶ 67, 127-131, 218-219, and these features are key to the claims of Krisp’s
’609 and ’979 Patents, for which Sanas claims co-inventorship. Sanas co-founder Serebryakov
shared much of this information in response to Krisp’s solicitation, see id. ¶¶ 31-34, via meetings,
emails, and a Slack channel created by Krisp, id. ¶ 53, 65, 81, 227. This shows Sanas and Krisp
engaged in joint behavior and reflects evidence, such as soliciting emails, that corroborate
collaboration.
Krisp’s argument that these alleged contributions are invalid as obvious also fails to
persuade at this stage. These contributions, at least in combination with other claim terms, are core
to the patent claims Krisp successfully persuaded the U.S. PTO to issue, and, based on the
extensive solicitation and subsequent exchange of information alleged, it can be inferred that
Sanas contributed to those presumably patentable combinations. Accordingly, assuming the
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 10 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
patents are valid, Sanas alleges facts sufficient to establish co-inventorship and co-ownership.
C. Krisp’s Motion to Dismiss Sanas’ False Advertising Claims
Krisp moves to dismiss Sanas’ false advertising claims, counts ten and eleven under
§ 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), and California’s FAL, Cal. Bus. & Prof. Code §
17500 et seq., respectively. To state a claim under California’s FAL, “it is necessary only to show
that members of the public are likely to be deceived” as judged by a “reasonable consumer.” In re
Tobacco II Cases, 46 Cal. 4th 298, 312 (2009) (internal quotation omitted); Shaeffer v. Califia
Farms, LLC, 44 Cal. App. 5th 1125, 1136 (2020); Cal. Bus. & Prof. Code, § 17500 et seq. A
plaintiff advancing a claim for false advertising under Section 43(a) of the Lanham Act must show
(1) a false statement of fact by the defendant in a commercial advertisement about its own or
another’s product; (2) the statement actually deceived or has the tendency to deceive a substantial
segment of its audience; (3) the deception is material, in that it is likely to influence the purchasing
decision; (4) the defendant caused its false statement to enter interstate commerce; and (5) the
plaintiff has been or is likely to be injured as a result of the false statement, either by direct
diversion of sales from itself to a defendant or by a lessening of the goodwill associated with its
products. Skydive Arizona, Inc. v. Quattrocchi, 673 F.3d 1105, 1110 (9th Cir. 2012) (citing 15
U.S.C. § 1125(a)(1)(B)).
With regard to the making of a false statement, “ ‘district courts in the Ninth Circuit have
held that the heightened pleading standard of Rule 9(b) applies…[and] requires the plaintiff to
plead the “time, place, and specific content of the false representations,” the identities of the
parties to the misrepresentation, and what about the statement is claimed to be misleading.’ ”
Corsair Gaming, Inc. v. Choice Elecs. Inc., No. 5:25-CV-00045-BLF, 2025 WL 2822691, at *5
(N.D. Cal. Oct. 3, 2025) (citations omitted). If either party is guilty of “flippan[cy]” or failing to
“even attempt to explain,” as Krisp suggests, see Dkt. 39 at 26, it is Krisp not Sanas. Krisp writes
that “[s]tating that, ‘Krisp published and continues to publish at least the following false and
misleading statements’ does not cut it,” id., as if Sanas’ allegations did not include substantial
additional detail. Sanas identifies over thirty specific statements in Krisp’s 2025 Accent
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 11 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
12
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Conversion, 2024 Noise Cancellation, and 2025 Noise Cancellation Blog Posts2 that it alleges are
false with regard to Sanas technology. See Dkt. 35 at ¶¶ 89, 91, 93, 104-107. Sanas also alleges
Krisp manipulated the methodology on which it based these comparisons, rendering the
performance statements themselves as well as Krisp’s statements about its “objective”
methodology false and misleading, Dkt. 35 ¶¶ 95-98, 109-117. Further, Sanas alleges these
statements were false and misleading at the time they were made, as they informed Krisp through
cease-and-desist letters.3
As for injury, courts “presume[] commercial injury when defendant and plaintiff are direct
competitors and defendant’s misrepresentation has a tendency to mislead consumers,” as Sanas
has alleged here. See TrafficSchool.com, 653 F.3d at 826. Further, Sanas also alleges that it has
suffered and will continue to suffer damage to its business reputation and goodwill and has lost
sales, revenue, customers, and market share. Dkt. 35 ¶274-76. This is sufficient at this stage.
D. Sanas’ Motion to Dismiss Krisp’s Loss Leader, Giveaway, and UCL State-Law
Counterclaims
Sanas moves to dismiss Krisp’s state-law counterclaims, counts two and three for
violations of California’s UPA, Cal. Bus. & Prof. Code § 17043 and § 17044, respectively, and
count four for violation of California’s UCL, Cal. Bus. & Prof. Code § 17200 et. seq. Sanas argues
Krisp has not pled and cannot adequately plead the elements of these claims.
The elements of a violation of § 17044 are: (1) that the defendant sold a product below its
2 Sanas requests the court take judicial notice of these blog posts and its subsequent cease-and-
desist letters. Sanas alleges in its complaint that it sent Krisp two cease-and-desist letters, each of
which included detailed charts that identified (i) each false statement made by Krisp; (ii) the truth
corresponding to each false statement; and (iii) citations to publicly available sources supporting
Sanas’ position. Putting aside whether these items are properly the subject of judicial notice, as
Sanas’ allegations are sufficient, that question need not be reached.
3 It is not necessary at this time to decide whether, for the purposes of California’s False
Advertising Law and the Lanham Act, Krisp is currently making or republishing these statements
by running advertisements that link to the blog posts. Relatedly, Krisp’s argument that its Google
advertisements that call Krisp a “Better Sanas AI alternative” are nonactionable puffery is
unavailing because Sanas does not allege these ads are false and misleading as standalone
statements. See Dkt. 35 ¶ 99 (“The statement that Krisp is a ‘Better Sanas AI alternative’ is also
false and misleading, at least because it summarizes and republishes the false and misleading
information published in the 2025 ACC Blog Post.”) (emphasis added).
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 12 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
13
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
costs; (2) that in doing so, the purpose or effect was one of the bases listed in Cal. Bus. & Prof.
Code § 17030; (3) that the defendant made the sale with the purpose of injuring competitors or
destroying competition; (4) that the claimant was harmed; and (5) causation. Cal. Bus. & Prof.
Code §§ 17044, 17030; Cel-Tech Comm’ns, Inc. v. Los Angeles Cellular Tel. Co., 20 Cal.4th 163,
169 (1999) (adding purpose requirement). See also Judicial Counsel of Cal. Civil Jury Instructions
(“CACI”) 3302. Section 17044 does not apply to a defendant providing a service “free of charge”
because “no sale is involved.” Co-opportunities, Inc. v. Nat’l Broad. Co., 510 F. Supp. 43, 49
(N.D. Cal. 1981). By alleging that Sanas gave away its noise cancellation technology for free,
Sanas fails to state a claim under § 17044. Accordingly, Sanas’ motion to dismiss count three is
granted.
Section 17043, on the other hand, expressly contemplates giving products away for free for
anticompetitive reasons. The elements of a claim under § 17043 are: (1) that the defendant sold a
product below cost or gave away the product for free; (2) the defendant acted with the purpose of
injuring competitors or destroying competition; (3) that defendant was harmed; and (4) causation.
See Cal. Bus. & Prof. Code § 17043, CACI 3301. The first element is plainly satisfied by Krisp’s
allegations.
As to the second, Sanas argues that offering an item for free as a new market entrant is a
form of anti-monopolistic competition permissible under § 17043, explaining “ ‘the device of
below-cost sales can only be effectively used by the large monopolistic-tending seller against a
small business which is unable to respond in kind.’ ” Dkt. 38 at 15 (quoting Fisherman's Wharf
Bay Cruise Corp. v. Superior Ct. of San Francisco, 114 Cal. App. 4th 309, 328 7 Cal. Rptr. 3d 628
(2003)). “When a smaller player is attempting to ‘improve its weak position’ against a market
leader, ‘predation [is] not a real possibility[.]’ ” Dkt. 38 at 15 (quoting Fisherman's Wharf Bay
Cruise Corp. v. Superior Ct. of San Francisco, 114 Cal. App. 4th at 328).
This argument is unavailing. Krisp alleges Sanas conditioned its “free forever” noise
cancellation giveaways on a customer not using any Krisp app and programmed technological
checks that will not allow Sanas’ noise cancelling app to install if the Krisp app was downloaded.
Dkt. 28 ¶ 44. Additionally, Krisp’s allegations establish Sanas had at least some lead in the accent
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 13 of 14

ORDER RE MOTIONS TO DISMISS
CASE NO. 25-cv-05666-RS
14
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
conversion space. See e.g., id. 28 ¶ 18, 26. Even accepting Sanas’ representation of the law that
freemium models are only anticompetitive in the presence of market power, a jury could find on
these allegations that Sanas had certain market power in the sector for live call management
technology and acted with the purposes of injuring Krisp or destroying competition. The scheme
Krisp alleges specifically seeks to turn customers away from Krisp, and Krisp has alleged it has
lost profits directly because of it. Dkt. 28, at ¶¶ 43–45, 67, 71. Accordingly, the elements of
§ 17043 are satisfied, and Sanas’ motion to dismiss count two is denied.
California’s UCL prohibits unfair competition, which means ‘any unlawful, unfair, or
fraudulent business act or practice and unfair, deceptive, untrue, or misleading advertising.’” A.B.
by & Through Turner v. Google LLC, 737 F. Supp. 3d 869, 880–81 (N.D. Cal. 2024. The properly
alleged violation of § 17043 provides a predicate violation that would satisfy the unlawful prong
of the UCL. Accordingly, questions as to whether Sanas’ conduct was also unfair need not be
reached at this time. Sanas’ motion to dismiss count four is also denied.
V. CONCLUSION
For the reasons set forth above, Krisp’s motion to dismiss is denied and Sanas’ motion to
dismiss is granted in part, as to count three, and denied as to the rest.
IT IS SO ORDERED.
Dated: December 1, 2025
______________________________________
RICHARD SEEBORG
Chief United States District Judge
Case 3:25-cv-05666-RS Document 58 Filed 12/01/25 Page 14 of 14