X Corp v. World Federation of Advertisers et al

-1-
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
WICHITA FALLS DIVISION
X CORP., §
§
Plaintiff, §
§
v. § CIVIL ACTION NO. 7:24-CV-0114-B
§
WORLD FEDERATION OF
ADVERTISERS; MARS,
INCORPORATED; CVS HEALTH
CORPORATION; ØRSTED A/S;
TWITCH INTERACTIVE, INC.; NESTLÉ
S.A.; NESTLE USA, INC.; ABBOTT
LABORATORIES; COLGATE-
PALMOLIVE COMPANY; LEGO A/S;
LEGO BRAND RETAIL, INC.;
PINTEREST, INC.; TYSON FOODS,
INC.; SHELL PLC; SHELL USA, INC.;
and SHELL BRANDS INTERNATIONAL
AG,
§
§
§
§
§
§
§
§
§
§
§
§
§
§
Defendants. §
MEMORANDUM OPINION AND ORDER
Three categories of motions are before the Court. First are five motions to dismiss for lack
of personal jurisdiction and/or venue filed by the World Federation of Advertisers (“WFA”) (Doc.
132), Shell Brands International AG (“Shell International”) (Doc. 142), Lego A/S (Doc. 145), Nestlé
S.A. (Doc. 163), and Ørsted Services A/S (Doc. 210). Plaintiff X Corp. filed a consolidated response
to most of these motions (Doc. 194) and a separate response to Ørsted Services’s motion (Doc. 215).
The movants have each filed separate replies (Docs. 216, 217, 218, 224, and 230). Relevant to these
motions is X’s contingent motion for jurisdictional discovery (Doc. 200) and a response (Doc. 214)
and reply (Doc. 226) thereto. The Court DENIES the motion to dismiss filed by WFA (Doc. 132).
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 1 of 56 PageID <pageID>

-2-
The Court GRANTS the motions to dismiss filed by Shell International (Doc. 142), Lego A/S (Doc.
145), Nestlé S.A. (Doc. 163), and Ørsted Services (Doc. 210). The Court DISMISSES the case as to
Shell International, Lego A/S, Nestlé S.A., and Ørsted Services without prejudice. The Court
DENIES X’s contingent motion for jurisdictional discovery (Doc. 200).
The second category of motions includes a motion to transfer (Doc. 178) and a conditional
motion to sever some of the defendants prior to transfer (Doc. 190). The motion to transfer was
filed by Abbott Laboratories (“Abott”), CVS Health Corporation (“CVS”), Colgate-Palmolive
Company (“Colgate”), Lego Brand Retail, Inc. (“Lego Brand”), Mars, Inc., Nestle USA, Inc., and
Pinterest, Inc. X has filed a response (Doc. 197), and the movants have filed a reply (Doc. 221). X
has also filed a sur-reply (Doc. 241), to which the movants responded (Doc. 247). Related to the
motion to transfer, X also sought leave to file additional supplemental evidence (Doc. 244). The
motion to sever (Doc. 190) was filed by Lego A/S, Nestlé S.A., and Shell International. The motion
to transfer (Doc. 178) is DENIED. The motion to sever (Doc. 190) and the motion for leave to file
supplemental evidence (Doc. 244) are DENIED AS MOOT.
The final category is just one motion: a motion to dismiss for failure to state a claim filed by
all Defendants (Doc. 160). X has responded (Doc. 196), and Defendants have replied (Doc. 223).
Defendants also submitted supplemental authority (Doc. 242), to which X has responded (Doc.
243). The Court GRANTS the motion to dismiss for failure to state a claim (Doc. 160) as to all
defendants not already dismissed for lack of jurisdiction. X’s case as to those remaining defendants
is DISMISSED WITH PREJUDICE. A final judgment will follow.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 2 of 56 PageID <pageID>

-3-
I.
BACKGROUND
X operates the social media platform formerly known as Twitter. Defendants include foreign
and domestic companies that advertise their products online, as well as a global non-profit
organization through which marketers pursue their collective interests. This case is about
Defendants’ alleged conspiracy to boycott advertising on X’s platform through an initiative called
the Global Alliance for Responsible Media (“GARM”).
A. The Parties
X is a Nevada corporation with its principal place of business in Bastrop, Texas. Doc. 77,
Second Am. Compl. ¶ 10. X merged with Twitter, Inc. in April 2023 and is Twitter’s successor in
interest. Id. After some additions and subtractions, the case now involves the below fourteen
defendants—five are foreign, and nine are domestic.
1. The Five Foreign Defendants
The first foreign defendant is WFA, which is an international non-profit organization
“representing the common interests of marketers” worldwide. See id. ¶¶ 11–12. WFA is “dominated
and controlled by competing advertisers and is dedicated to promoting their collective economic
interests.” Id. ¶ 12. WFA is organized under the Belgian Companies Code and has its headquarters
in Belgium. Id. ¶ 11. It also has an office in New York City. Id. GARM was a WFA initiative that
reported to WFA’s Executive Committee. Id. The senior WFA executive who co-founded and led
GARM (Rob Rakowitz), WFA’s President, and its Deputy President all live and work in the United
States. Id.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 3 of 56 PageID <pageID>

-4-
Second, Shell International is “responsible for development and licensing of the Shell
trademark and is incorporated and headquartered in Switzerland.” Id. ¶ 23. Shell International is a
wholly owned subsidiary of parent company Shell plc, which is an English oil and gas company. Id.
Shell plc (but not Shell International) was a founding member of GARM. See id. Shell International
is a WFA member and pays its annual subscription fee to WFA’s Belgian bank account. See Doc.
144, App. Shell PLC’s Mot. Dismiss, Ex. B, Aragon Decl. ¶ 3. In 2020, Shell International paid one
invoice for GARM’s operating budget to WFA’s Belgian bank account. See id. ¶ 4. Shell International
was also a leader on the Association of National Advertisers Global CMO Growth Council (the
“ANA Council”), which co-founded GARM with WFA. See Doc. 77, Second Am. Compl. ¶ 37.
Shell International has no employment contracts with anyone in the United States, has no offices
in the United States, has no bank accounts in the United States, and owns no tangible assets in the
United States. See Doc. 143, Shell Int’l’s Br. Mot. Dismiss, 2–3 (citing declarations provided in
appendix).
Third, Lego A/S is a toy and game manufacturer that is incorporated and headquartered in
Denmark. Doc. 77, Second Am. Compl. ¶ 20. Lego A/S allegedly directed the anticompetitive
conduct of its co-defendant and “indirect, wholly owned subsidiary” Lego Brand. Id. An unknown
Lego entity became a GARM member no later than June 2022. Id. (identifying Lego A/S as GARM
member); see Doc. 194, Consol. Resp., 5 (citing appendix) (presenting evidence that unknown Lego
entity was GARM member); Doc. 147, App. Lego A/S’s Mot. Dismiss, Ex. 2, Soriano Decl. ¶ 3
(denying Lego A/S’s involvement in WFA or GARM). An unknown Lego entity was also a leader
on the ANA Council. Doc. 77, Second Am. Compl. ¶ 37. Lego A/S does not conduct business or
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 4 of 56 PageID <pageID>

-5-
have offices, employees, or any physical presence in the United States. See Doc. 146, Lego A/S’s Br.
Mot. Dismiss, 2 (citing declaration in appendix).
Fourth, Nestlé S.A. manufactures consumer products and is incorporated and
headquartered in Switzerland. Doc. 77, Second Am. Compl. ¶ 17. Nestlé S.A. allegedly directed the
anticompetitive conduct of its co-defendant and “indirect, wholly owned subsidiary” Nestle USA.
Id. An unknown Nestle entity was a founding member of GARM, and an employee for an unknown
Nestle entity sat on WFA’s Executive Board. See id.; Doc. 195, App. Consol. Resp., Ex. A, Renner
Decl. ¶¶ 5–6. Nestle USA (but not Nestlé S.A.) had an employee on the ANA Council. Doc. 195,
App. Consol. Resp., Ex. A, Renner Decl. ¶ 8. An unknown global Nestle entity recommended to its
corporate affiliates (including Nestle USA) that X, as a “high-risk platform,” was “presumptively
unsuitable for the purchase of advertising.” See Doc. 77, Second Am. Compl. ¶ 141 (alleging Nestlé
S.A. was the responsible entity); Doc. 195, App. Consol. Resp., Ex. I, Tenreiro-Braschi Decl. ¶¶ 3–
4 (describing meeting with unknown Nestle entity’s employee who oversees “global brand safety
efforts”); Doc. 225, Jampen Decl. ¶¶ 3, 5 (denying that employee who met with X was officer or
employee of Nestlé S.A.). Nestlé S.A. does not have offices or employees in the United States and
does not directly advertise, market, contract, manufacture, or sell anything in the United States. See
Doc. 164, Nestlé S.A.’s Br. Mot. Dismiss, 2 (first citing declaration provided in appendix; then citing
Nespresso USA, Inc. v. Ethical Coffee Co. SA, 263 F. Supp. 3d 498, 502 (D. Del. 2017)).
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 5 of 56 PageID <pageID>

-6-
Fifth, Ørsted Services is a Danish corporation with its principal place of business in
Denmark. Doc. 211, Ørsted Servs.’s Br. Mot. Dismiss, 2.1 Ørsted Services does not transact any
business in Texas. See id. at 3. Ørsted Services has conceded that it is subject to the personal
jurisdiction of New York state courts because its employees sent emails to WFA employees there. See
id. at 11–12.
Unlike Ørsted Services, the other four foreign defendants have not identified any U.S. state
in which they would be subject to personal jurisdiction.
2. The Nine Domestic Defendants
The first domestic defendant is Abbott, which “manufactures and sells pharmaceutical and
other health care products.” Doc. 77, Second Am. Compl. ¶ 18. Abbott is incorporated and
headquartered in Illinois and became a GARM member no later than June 2022. Id.
Second, CVS “provides health services, including health insurance, pharmacy, and clinical
services.” Id. ¶ 15. CVS is incorporated in Delaware and headquartered in Rhode Island, and it
became a GARM member no later than June 2022. Id.
Third, Colgate “manufactures and sells consumer products including toothpaste and soap.”
Id. ¶ 19. Colgate is incorporated in Delaware and headquartered in New York, and it became a
GARM member no later than June 2022. Id.
Fourth, Lego Brand—co-defendant Lego A/S’s indirect, wholly owned subsidiary—is
incorporated and headquartered in Connecticut. Id. ¶ 20.
1 The Second Amended Complaint originally named Ørsted Services’s parent company, Ørsted A/S, as a
defendant. See Doc. 77, Second Am. Compl. ¶ 13. While briefing for the motions to dismiss was underway,
X and the Ørsted entities jointly moved to substitute Ørsted A/S with Ørsted Services. See Doc. 193, Joint
Mot. The Court granted the motion and gave Ørsted Services its own briefing schedule for Rule 12 motions.
See Doc. 203, Order, 1.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 6 of 56 PageID <pageID>

-7-
Fifth, Mars sells consumer products and services, and it is incorporated in Delaware and
headquartered in Virginia. Id. ¶ 14. Mars was a founding member of GARM, sat on GARM’s “Steer
Team,” and is represented on WFA’s Executive Board. Id.
Sixth, Nestle USA—co-defendant Nestlé S.A.’s indirect, wholly owned subsidiary—is
incorporated in Delaware and headquartered in Virginia. Id. ¶ 17.
Seventh, Pinterest operates its own social media platform whereon it sells advertising space.
Id. ¶ 21. Pinterest also advertises its platform on other social media platforms. Id. Pinterest is
headquartered in California and incorporated in Delaware, and it became a GARM member in
October 2020. Id.
The above seven domestic defendants have moved to transfer the case. The last two domestic
defendants, Shell USA, Inc. and Tyson Foods, Inc. (“Tyson”), have not moved for transfer but do
not oppose it. See Doc. 179, Br. Mot. Transfer, 1 n.1. Shell USA—an affiliate and co-defendant of
Shell International—is incorporated in Delaware and headquartered in Houston, Texas. Doc. 77,
Second Am. Compl. ¶ 23. Tyson “produces and sells food products”; is headquartered in Arkansas
and incorporated in Delaware; and became a GARM member no later than June 2022. Id. ¶ 22.
B. Social Media, Advertising, and GARM
Like many social media platforms, X’s platform is free to use for consumers. See id. ¶ 91.
Consumers use X’s platform to publish posts containing text, photos, and videos and/or to view and
interact with others’ posts. Id. ¶ 33. X distinguishes itself from its competitors “in the degree to
which consumers use its platform to keep up to date with news, live events, issues of public policy,
and other current affairs.” Id. ¶ 34.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 7 of 56 PageID <pageID>

-8-
Though they might log into X for updates on current events, X’s consumers also occasionally
see paid advertisements in their feed of sequential posts. Id. ¶ 33. Those advertisements are how
social media companies like X generate substantial portions of their revenue. See id. ¶ 91. X sells
digital display advertising space directly to advertisers and also to agencies that purchase advertising
space for clients. Id. ¶ 35. Like other social media companies, X auctions its advertising inventory to
advertisers, who compete to be able to display their ads to particular users. Id. ¶ 151.
Online advertisers, because their advertisements appear sequentially with other content, care
about the standards used by social media companies to moderate content. See id. ¶ 63. At first, an
advertiser would negotiate individually with each social media company to “customize the reach of
its ads and to avoid unwanted content.” Id. But “[s]ome . . . advertisers found these individualized
negotiations to be unsatisfying and costly.” Id. “[A]cting unilaterally and in uncoordinated rivalry
with one another,” the advertisers were unable to force social media platforms to adopt their desired
outcomes for advertisement-adjacent content. Id. ¶ 44.
Confronting this collective action problem, WFA (along with some of its members and the
ANA Council) founded the GARM initiative. Id. ¶¶ 36–37. GARM’s purpose was “to leverage the
collective market power of its advertiser members to advance their economic interests by forcing
changes to the business operations of digital media and social media platforms that sell advertising
inventory to GARM members or to their clients.” Id. ¶ 43. To further advertisers’ economic interests,
GARM’s central aim was “to remove harmful content from advertiser-supported media.” Id. ¶ 45.
Although GARM included social media platforms, it was “dominated and controlled by
advertisers, who used it to advance their collective economic interests.” Id. ¶ 41. GARM was
governed by its Steer Team, which “included and represented the world’s largest advertisers.” Id.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 8 of 56 PageID <pageID>

-9-
¶ 39. To “avoid conflicts of interest,” social media platforms were excluded from the Steer Team. Id.
¶ 41.
Rob Rakowitz, who co-founded GARM, works in WFA’s New York office. Id. ¶ 38. As
GARM’s “Initiative Lead,” Rakowitz “was part of every significant decision made by GARM.” Id.
Rakowitz was supervised by the Steer Team and would consult the Steer Team before “‘hav[ing] a
conversation around policy and enforcement and consistency’ with a GARM member.” Id. ¶ 39.
C. GARM’s Brand Safety Standards and Enforcement
As part of its work, GARM promulgated “brand safety standards” that would provide a
common framework for all social media platforms to follow. See id. ¶¶ 48–65. Developed by GARM-
member working groups, the standards categorized objectionable social media content as either
completely unsuitable for appearing next to advertisements or as suitable for appearing next to
advertisements only with advertiser consent. See id. ¶¶ 50, 53. GARM also established a system for
monitoring social media platforms’ adherence to its standards and reporting noncompliance. See id.
¶ 54.
The ANA Council and its members endorsed the brand safety standards and promoted their
wide adoption and enforcement. Id. ¶¶ 58–61. GARM and the ANA Council would exchange
information with each other regarding their efforts to “forc[e] social media platforms to adopt,
implement, and adhere to” the brand safety standards. Id. ¶ 61. Forcing these changes shifted costs
from advertisers—which previously had to individually negotiate where their advertisements would
be placed on social media—to social media platforms in a way that was not necessarily in the
platforms’ or their users’ best interests. Id. ¶¶ 63–64.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 9 of 56 PageID <pageID>

-10-
Adopting and enforcing the standards was stated as a requirement of GARM membership.
Id. ¶ 66. In its published response to the “frequently asked question” “Who can join GARM?,”
GARM conveyed that “[a]ny advertiser, media agency, and media platform” could join so long as it
was “willing to align with our charter” and “agree to adopt GARM solutions to improve business
operations.” Id. ¶ 68. GARM membership applications explained that members “must ‘agree to
work with industry partners and category peers in a collaborative, non-competitive way, actively
support GARM’s charter, and agreement [sic] to make commensurate changes to business operations
in pursuit of GARM’s goals.’” Id. ¶ 73. Once advertisers became members, GARM instructed them
to consider a platform’s compliance with the brand safety standards and urged them to purchase
more advertising from compliant platforms. Id. ¶ 76.
The GARM advertiser members that signaled their agreement to follow these exhortations
did so in different ways. CVS publicly announced that it would only pay to place advertisements on
platforms that comply with the brand safety standards. Id. ¶ 80. Pinterest allowed GARM to tell its
members that the standards had received Pinterest’s “Executive Endorsement.” See id. ¶ 81. Mars,
an unidentified Nestle entity, Ørsted Services, and other GARM members told X that compliance
with the brand safety standards and GARM’s internal processes “are conditions precedent to [their]
purchase of advertising from X.” Id. ¶ 83.
GARM members also “would, from time to time, bring suspected deviations” by advertising
platforms to GARM’s attention for it to investigate. Id. ¶ 84. In some conversations with platforms,
GARM would “threaten to communicate to its advertiser and advertising agency members that the
media platform is not complying with the Brand Safety Standards.” Id. ¶ 87. Advertiser members
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 10 of 56 PageID <pageID>

-11-
commonly looked to GARM’s determinations of compliance to decide whether to reduce or
discontinue purchasing from a platform. Id. ¶ 86.
X’s Second Amended Complaint provides three examples of GARM’s pressure on platforms.
First, when Meta (another social media company) announced changes to its manner of reporting to
advertisers where on the platform advertisements were appearing, Rakowitz celebrated the
“significant win we forced.” Id. ¶¶ 46–47.
Second, GARM members including CVS and Mars boycotted Meta and Twitter until the
two social media companies “agreed in discussions with the GARM Steer Team to adhere to the
Brand Safety Standards.” Id. ¶ 85. “WFA facilitated this boycott by surveying WFA members about
their willingness to boycott these social media platforms and disseminating the results of this survey
to its members.” Id.
Third, Coca-Cola contacted GARM to ask its views on “a possible boycott of Spotify” (an
audio streaming service that sells advertising space) due to Spotify publishing a podcast promoting
supposed misinformation. Id. ¶ 88; see Doc. 77-2, Second Am. Compl. Ex. B, at App. 83. In a back-
and-forth email chain with Spotify, Rakowitz wrote that GARM was “gravely concerned about the
lack of fundamental policies and decision making at your platform,” that GARM had “held back on
press commentary on this incident out of deference,” but that GARM would eventually “comment
with what we’re able to glean.” Doc. 77, Second Am. Compl. ¶ 90; see Doc. 77-3, Second Am.
Compl. Ex. C, at App. 39–40.
D. The Alleged Conspiracy to Boycott X
After Elon Musk acquired Twitter in 2022, WFA—concerned that the platform would no
longer follow the brand safety standards—issued a public letter to Musk. Doc. 77, Second Am.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 11 of 56 PageID <pageID>

-12-
Compl. ¶¶ 93, 96. In the letter, WFA wrote that it expected Twitter to “uphold its previous
commitments to GARM and continue to engage with GARM.” Id. ¶ 96. The letter also said:
We are monitoring Twitter’s actions, such as setting up a content moderation review
panel, and assessing their design, governance, and potential to improve
implementation of digital media safety best practice. We will share these views with
members, as we have with previous events.
GARM members will continue to leverage such insights as part of their own
independent assessments and decision-making processes.
Id. The same day, Rakowitz posted on Twitter, addressing Musk with a similar message made “on
behalf of” GARM. Id. ¶ 97. According to X, WFA’s letter and Rakowitz’s post were implicit signals
to begin the boycott. See id. ¶¶ 99–103.
WFA’s and Rakowitz’s public statements touched off a flurry of GARM-member advertising
agencies recommending that their clients suspend paid advertising on Twitter. Id. ¶ 104. Abbott,
Colgate, Mars, Nestle USA, at least one Shell entity, and Tyson received one such recommendation
from their GARM-member advertising agency and refrained from purchasing advertising on Twitter.
Id. ¶ 106.
Shortly after the public statements, Rakowitz and GARM started investigating Twitter and
advertisers’ willingness to advertise on it. Rakowitz emailed Twitter questions about brand safety
from GARM’s Steer Team and hinted at “calls for boycotts and counter-boycott.” Id. ¶ 108. GARM’s
Steer Team developed an assessment of Twitter that noted concerns with adherence to the brand
safety standards. Id. ¶ 109. GARM’s Steer Team also surveyed WFA- and GARM-member advertisers
and advertising agencies to assess their plans to purchase advertising from Twitter. Id. ¶ 110.
Rakowitz shared the survey results with WFA Executive Committee members and widely among
GARM members. Id.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 12 of 56 PageID <pageID>

-13-
While the investigation was ongoing, Ørsted Services employees reached out to GARM for
its views on boycotting Twitter and signaled readiness to act according to GARM’s recommendation,
so long as other advertisers would be doing the same. See id. ¶¶ 111–20. A WFA employee assisted
in fielding Ørsted Services’s request for information. See id. ¶ 119.
Twitter, GARM, and WFA met in December 2022 to attempt to reconcile their differences
at a meeting that was also attended by representatives from Mars and a Nestle entity. Id. ¶ 123.
Before the meeting, WFA “prepared to expel Twitter from GARM if its demands were not met in a
timeframe acceptable to GARM.” Id. ¶ 122. Those demands included responding to requests within
three days, demonstrably supporting the brand safety standards, and regularly participating in
working groups. Id. After the meeting, WFA issued a public statement signaling cooperation between
GARM’s Steer Team and Twitter, followed by another public statement summarizing the steps
Twitter had agreed to take to implement the brand safety standards. Id. ¶ 124, 126.
But that seemingly positive meeting did not end the boycott. See id. ¶ 124. Rather, the boycott
exists to this day because “GARM never rescinded its recommendation to GARM-member
advertisers and advertising agencies to refrain from purchasing advertising on Twitter, now X.” Id. ¶
141.
Since the boycott began, Abbott, Mars, Tyson, Colgate, Pinterest, and CVS substantially
decreased or eliminated their advertising purchases from Twitter/X. Id. ¶ 138. The Shell entities,
Nestle entities, and Lego entities purchased little or no advertising from X’s platform after the
boycott began. Id. Ørsted Services was interested in continuing advertising on Twitter; reached out
to GARM for its latest recommendation, noting GARM’s prior “recommendations” not to advertise
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 13 of 56 PageID <pageID>

-14-
on Twitter; and ultimately cited concerns with adherence to GARM’s brand safety standards when
it decided not to resume advertising. See id. ¶¶ 131–35.
Instead of buying from X, “GARM-member advertisers and advertising agencies are paying
above competitive levels for advertising inventory purchased from social media platforms deemed by
GARM to be adhering to the GARM Brand Safety Standards, including from Defendant Pinterest.”
Id. ¶ 143.
As a result of the boycott, X’s existing customers “ceased or curtailed their purchases of
advertising from X, and new customers were deterred or restrained from purchasing from X, leading
to lost revenue and profit for X and diminishing its equity value and goodwill.” Id. ¶ 154. The price
remaining customers (who are unaffiliated with GARM) are willing to pay for advertisements has
also declined. Id. X “has become a less effective competitor to other social media companies in the
sale of digital advertising and in competing for user engagement on its platform.” Id. ¶ 155. Because
it has less revenue, X also is unable to “invest in new or improved functionality, thus harming the
consumers who use X’s platform.” Id.
To remedy this harm, X filed this case asserting two claims for group boycott of its platform
and information exchange to further the boycott conspiracy, both in violation of the Sherman Act,
15 U.S.C. § 1. See id. ¶¶ 156–65.
II.
LEGAL STANDARDS
A. Personal Jurisdiction and Venue
Under Federal Rule of Civil Procedure 12(b)(2), a defendant may move to dismiss an action
for lack of personal jurisdiction. In the face of a Rule 12(b)(2) challenge, the plaintiff bears the
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 14 of 56 PageID <pageID>

-15-
burden to establish that personal jurisdiction is proper. Monkton Ins. Servs., Ltd. v. Ritter, 768 F.3d
429, 431 (5th Cir. 2014) (citation omitted). When a court rules on a 12(b)(2) motion without an
evidentiary hearing, the party invoking the court’s jurisdiction can satisfy its burden with “sufficient
facts as to make out only a prima facie case supporting jurisdiction.” Nunes v. NBCUniversal Media,
LLC, 582 F. Supp. 3d 387, 394 (E.D. Tex. 2022) (quoting Alpine View Co. v. Atlas Copco AB, 205
F.3d 208, 215 (5th Cir. 2000)). The Court considers “affidavits, interrogatories, depositions, oral
testimony, or any combination of the recognized methods of discovery” and resolves any factual
conflict contained in the parties’ submissions in the plaintiff’s favor. Stuart v. Spademan, 772 F.2d
1185, 1192 (5th Cir. 1985) (citation omitted); Cent. Freight Lines, Inc. v. APA Transp. Corp., 322 F.3d
376, 380 (5th Cir. 2003).
Under Federal Rule of Civil Procedure 12(b)(3), a defendant may move to dismiss an action
for improper venue. As with a 12(b)(2) motion, the plaintiff bears the burden to prove that the
chosen venue is proper and “may carry its burden by presenting facts that, taken as true, would
establish venue.” See TGM Wind Servs., LLC v. Bartusek, No. 3:16-CV-01007-N, 2016 WL 9527980,
at *1 (N.D. Tex. Sept. 22, 2016) (Godbey, J.) (citation omitted).
B. Transfer
“For the convenience of parties and witnesses, in the interest of justice, a district court may
transfer any civil action to any other district or division where it might have been brought or to any
district or division to which all parties have consented.” 28 U.S.C. § 1404(a). To transfer a case, the
movant must show “good cause,” which includes that it “satisfy the statutory requirements” and
“clearly demonstrate” that transfer promotes convenience and justice. In re Volkswagen of Am., Inc.,
545 F.3d 304, 315 (5th Cir. 2008). Before comparing forums, the threshold statutory requirement
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 15 of 56 PageID <pageID>

-16-
is that the lawsuit “might have been brought” in the proposed transferee forum. Maxell, Ltd. v.
Coretronic Corp., No. 5:24-CV-00088-RWS-JBB, 2025 WL 1674398, at *1 (E.D. Tex. Mar. 26, 2025)
(citation omitted). Because it is a statutory requirement, “[t]he burden to prove that a case could
have been brought in the transferee forum falls on the party seeking transfer.” Id. (citing Volkswagen,
545 F.3d at 315); accord Ill. Union Ins. Co. v. Tri Core Inc., 191 F. Supp. 2d 794, 797 (N.D. Tex. 2002)
(Lynn, J.) (citation omitted).
C. Stating a Claim
Under Federal Rule of Civil Procedure 8(a)(2), a complaint must contain “a short and plain
statement of the claim showing that the pleader is entitled to relief.” Federal Rule of Civil Procedure
12(b)(6) authorizes motions to dismiss a plaintiff’s complaint for “failure to state a claim upon which
relief can be granted.” In considering a Rule 12(b)(6) motion to dismiss, a “court accepts all well-
pleaded facts as true, viewing them in the light most favorable to the plaintiff.” In re Katrina Canal
Breaches Litig., 495 F.3d 191, 205 (5th Cir. 2007) (internal quotation marks and citation omitted).
To survive a motion to dismiss, a plaintiff must plead “enough facts to state a claim to relief
that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). “Threadbare recitals
of the elements of a cause of action, supported by mere conclusory statements, do not suffice.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation omitted). “A claim has facial plausibility when
the plaintiff pleads factual content that allows the court to draw the reasonable inference that the
defendant is liable for the misconduct alleged.” Id. (citation omitted). “The plausibility standard is
not akin to a ‘probability requirement,’ but it asks for more than a sheer possibility that a defendant
has acted unlawfully.” Id. (quoting Twombly, 550 U.S. at 556). When well-pleaded facts fail to meet
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 16 of 56 PageID <pageID>

-17-
this standard, “the complaint has alleged—but it has not shown—that the pleader is entitled to relief.”
Id. at 679 (citing FED. R. CIV. P. 8(a)(2)) (citation modified).
III.
ANALYSIS
The Court first addresses the motions to dismiss for lack of personal jurisdiction and/or
improper venue, then the motion to transfer, and finally the motion to dismiss for failure to state a
claim. In the first section, the Court holds that it has personal jurisdiction over WFA under Federal
Rule of Civil Procedure 4(k)(2) and venue is proper under 28 U.S.C. § 1391(c)(3) but that it lacks
personal jurisdiction over Shell International, Lego A/S, Nestlé S.A., and Ørsted Services. In the
second section, the Court denies the motion to transfer. Finally, for the defendants that were not
dismissed for lack of jurisdiction, the Court rules that X failed to state a claim under 15 U.S.C. § 1.
A. Personal Jurisdiction Exists and Venue is Proper for WFA, but Personal Jurisdiction Does Not Exist
for Shell International, Lego A/S, Nestlé S.A., and Ørsted Services.
“A ‘court must have . . . power over the parties before it (personal jurisdiction) before it can
resolve a case.’” Fuld v. Pal. Liberation Org., 606 U.S. 1, 11 (2025) (quoting Lightfoot v. Cendant Mortg.
Corp., 580 U.S. 82, 95 (2017)). The only constitutional limit on a federal court’s exercise of personal
jurisdiction flows from the Fifth Amendment’s Due Process Clause. Ins. Corp. of Ir. v. Compagnie des
Bauxites de Guinee, 456 U.S. 694, 702 (1982). Limits on a federal court’s personal jurisdictional reach
may otherwise be imposed by Congress, incidental to Congress’s constitutional power to create lower
federal courts. See Palmore v. United States, 411 U.S. 389, 401 (1973). Congress delegated to the
Supreme Court the role of writing uniform procedural rules for the federal courts. See Berk v. Choy,
607 U.S. __, __, 146 S. Ct. 546, 552 (2026) (citing 28 U.S.C. § 2072(a)) (other citation omitted).
Pursuant to this delegated authority, the Supreme Court adopted Federal Rule of Civil Procedure
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 17 of 56 PageID <pageID>

-18-
4(k), which governs lower courts’ exercise of personal jurisdiction. See id.; Hardy v. Scandinavian
Airlines Sys.,117 F.4th 252, 263 (5th Cir. 2024).
Three methods of establishing personal jurisdiction under Rule 4(k) are relevant to this case.
First is Rule 4(k)(1)(A), which authorizes personal jurisdiction to the extent consistent with the reach
of the state in which the federal court sits. A state’s jurisdictional reach is limited by the Fourteenth
Amendment’s Due Process Clause, which is the subject of most case law on personal jurisdiction.
See, e.g., Daimler AG v. Bauman, 571 U.S. 117, 125 (2014) (“Federal courts ordinarily follow state law
in determining the bounds of their jurisdiction over persons.” (citing Rule 4(k)(1)(A)). That case law
involves the familiar categories of “general jurisdiction” and “specific jurisdiction,” whereby a state
can exercise jurisdiction over a defendant only if it is domiciled there or has sufficient “minimum
contacts” to have “purposefully availed” itself of the state’s legal protections. See Fuld, 606 U.S. at
12–13. Those Fourteenth Amendment standards derive from interstate federalism concerns to
“ensure that the States, through their courts, do not reach out beyond the limits imposed on them
by their status as coequal sovereigns in a federal system.” Id. at 14–15 (quoting World-Wide Volkswagen
Corp. v. Woodson, 444 U.S. 286, 292 (1980)).
The second relevant Rule 4(k) provision is Rule 4(k)(1)(C), which allows personal jurisdiction
when authorized by a jurisdiction-granting federal statute. The statute invoked for personal
jurisdiction here is the Clayton Act, 15 U.S.C. § 22. If that statute’s requirements are satisfied and
if consistent with the Fifth Amendment’s Due Process Clause, the Court can exercise jurisdiction.
See Fuld, 606 U.S. at 25.
The final relevant Rule 4(k) provision is Rule 4(k)(2), which states:
For a claim that arises under federal law, serving a summons or filing a waiver of
service establishes personal jurisdiction over a defendant if: (A) the defendant is not
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 18 of 56 PageID <pageID>

-19-
subject to jurisdiction in any state’s courts of general jurisdiction; and (B) exercising
jurisdiction is consistent with the United States Constitution and laws.
In cases where Rule 4(k)(2)’s requirements are met, a federal court can exercise personal jurisdiction
to the fullest extent allowed by the Fifth Amendment’s Due Process Clause. See Hardy, 117 F.4th at
264–65 (citation omitted).
Turning now to X’s assertion of personal jurisdiction, its lead jurisdictional theory is Rule
4(k)(2) for WFA, Shell International, Lego A/S, and Nestlé S.A. The Court rules that it has
jurisdiction over WFA under Rule 4(k)(2) but lacks jurisdiction over Shell International, Lego A/S,
and Nestlé S.A. The latter conclusion, because it hinges on Fifth Amendment due process
considerations, obviates the need to separately analyze jurisdiction under any other theory. The
Court therefore denies WFA’s motion to dismiss and grants the motions to dismiss filed by Shell
International, Lego A/S, and Nestlé S.A. Concomitantly with granting those three motions to
dismiss, the Court denies X’s request for jurisdictional discovery related to Shell International, Lego
A/S, and Nestlé S.A.
Finally, for Ørsted Services, X invokes only Rule 4(k)(1)(C) and the Clayton Act’s
jurisdiction-granting provision. X has failed to establish jurisdiction under this route, so the Court
grants Ørsted Services’s motion to dismiss.
1. The Court Has Personal Jurisdiction Over WFA Under Rule 4(k)(2) But Not Over Shell
International, Lego A/S, or Nestlé S.A.
Rule 4(k)(2) authorizes personal jurisdiction over foreign defendants if (1) the claims arise
under federal law, (2) the defendant is not subject to personal jurisdiction in any State, and (3)
exercising jurisdiction does not violate the Fifth Amendment Due Process Clause. The first
requirement is easily satisfied: X’s two claims arise under a federal statute, the Sherman Act. On the
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 19 of 56 PageID <pageID>

-20-
second requirement, “so long as a defendant does not concede to jurisdiction in another state, a
court may use 4(k)(2) to confer jurisdiction.” Adams v. Unione Mediterranea Di Sicurta, 364 F.3d 646,
651 (5th Cir. 2004) (citation omitted). WFA, Shell International, Lego A/S, and Nestlé S.A. have
not conceded that they are subject to any State’s personal jurisdiction, so the second requirement is
satisfied. That leaves the third requirement: whether exercising personal jurisdiction comports with
Fifth Amendment Due Process.
In the following five subsections, the Court first lays out the Fifth Amendment due process
standard for personal jurisdiction then assesses whether exercising personal jurisdiction comports
with that standard for WFA, for Shell International, for Lego A/S, and finally for Nestlé S.A.
i. The Fifth Amendment does not impose strict geographical limitations on a federal court’s
exercise of personal jurisdiction but nevertheless requires establishing that a defendant engaged
in jurisdiction-triggering conduct.
What exact limits, if any, are imposed by the Fifth Amendment’s Due Process Clause is an
open question. Before the Supreme Court decided Fuld last year, the Fifth Circuit employed the
exact same “minimum contacts” analysis under the Fifth Amendment as is used under the
Fourteenth Amendment—the only difference being that the Fifth Amendment analysis looked at
contacts with the United States as a whole, rather than any individual State. See Hardy, 117 F.4th at
265 & n.27. But Fuld held that the Fifth Amendment’s Due Process Clause “necessarily permits a
more flexible jurisdictional inquiry commensurate with the Federal Government’s broader sovereign
authority.” 606 U.S. at 16. Although it held the two standards are different, the Supreme Court did
not “delineate the outer bounds of the Federal Government’s power, consistent with due process,
to hale foreign defendants into U.S. courts.” Id. at 18.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 20 of 56 PageID <pageID>

-21-
Parts of the Fuld opinion suggest the Fifth Amendment imposes no limit on federal courts’
exercise of extraterritorial authority: The “interstate federalism concerns” that drive the Fourteenth
Amendment analysis “do not apply to limitations under the Fifth Amendment upon the power of
the Federal Government and the corollary authority of the federal courts.” Id. at 15. In other words,
the Fifth Amendment contains no geography-based limitations:
While “the limitations of the Constitution are barriers bordering the States and
preventing them from transcending the limits of their authority,” there is no
equivalent “ground for constructing an imaginary constitutional barrier around the
exterior confines of the United States for the purpose of shutting that government
off from the exertion of powers which inherently belong to it by virtue of its
sovereignty.”
Id. (quoting United States v. Bennett, 232 U.S. 299, 306 (1914)).2
Nevertheless, the Supreme Court engaged in a basic test to check that the exercise of personal
jurisdiction under a jurisdiction-granting statute was “tie[d] . . . to conduct closely related to the
United States” even if the conduct occurred abroad. See id. at 18. Fuld involved a federal statute
deeming two specific organizations as having consented to personal jurisdiction if they engaged in
specified conduct supporting terrorism anywhere in the world and if they had any presence in the
United States. See id. at 8–9. The Supreme Court found the jurisdiction-granting statute suitably
limited to Congress’s goal of combating terrorism because it did not put the defendants “at broad
risk of being haled into U.S. courts for myriad civil liability actions.” Id. at 20. Jurisdiction was tied
to “specific and narrow conduct that directly implicates issues of sensitive and ongoing concern in
respondents’ relationships with the United States.” Id. at 21. The statute targeted only two specific
2 Justice Thomas (joined by Justice Gorsuch) was more explicit: “The Fifth Amendment’s Due Process Clause
imposes no limits on the Federal Government’s power to extend federal jurisdiction beyond the Nation’s
borders.” Id. at 44 (Thomas, J., concurring in the judgment).
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 21 of 56 PageID <pageID>

-22-
foreign entities with “decades of meaningful contacts, ties, and relations with the United States.” Id.
at 22 (citation modified).
The Supreme Court also suggested that the Fifth Amendment analysis “might entail a similar
‘inquiry into the reasonableness of the assertion of jurisdiction in the particular case’” as exists under
a Fourteenth Amendment “minimum contacts” analysis. Id. at 23 (quoting Asahi Metal Indus. Co. v.
Super. Ct., 480 U.S. 102, 115 (1987)). The possible factors included in such a reasonableness inquiry
are “the burden on the defendant, the interests of the forum State, and the plaintiff’s interest in
obtaining relief.” Id. at 24 (quoting Asahi, 480 U.S. at 113).
As to burden on the defendant, the Supreme Court was attentive to the fact that the
international defendants were “‘sophisticated international organizations’ that operate ‘billion
dollar-budgets’” and had long maintained their presence worldwide and in the United States. Id.
(citations omitted). The Supreme Court also noted that being haled into U.S. courts could not “have
come as much of a surprise” to the defendants who had litigated in the United States for decades
and were given clear notice of potential lawsuits through the jurisdiction-granting statute. Id. at 24–
25.
For the latter two parts of the reasonableness inquiry, the Supreme Court applied similar
reasoning to assess the interests of the United States as the forum and a U.S. plaintiff’s interest in
obtaining relief in federal court. See id. at 24. Exercising jurisdiction was reasonable under the Fifth
Amendment because of the United States’s “exceedingly compelling interest, as part of its
comprehensive efforts to deter international terrorism, in providing a forum for American victims
to hold the perpetrators of such acts accountable.” Id. at 24.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 22 of 56 PageID <pageID>

-23-
Ultimately, the reasonableness test boils down to whether exercising personal jurisdiction
could be deemed so “gravely difficult and inconvenient . . . as to render the exercise of personal
jurisdiction unreasonable and unfair.” Id. at 25 (first quoting Burger King Corp. v. Rudzewicz, 471 U.S.
462, 478 (1985); then quoting Asahi, 480 U.S. at 116) (internal quotation marks omitted). Even
Justice Thomas, despite concluding that the Fifth Amendment imposes “no limits,” suggested that
due process entails “notice and an opportunity to be heard,” which includes proper service and that
it is feasible for the defendant to defend itself in American courts. Id. at 44 & n.4 (Thomas, J.,
concurring in the judgment).
Although the Fourteenth Amendment’s “minimum contacts” test no longer applies to the
Fifth Amendment, the old test’s principle of analyzing each defendant individually remains intact.
Under the “minimum contacts” test, “plaintiffs may not aggregate defendants’ forum contacts and
may not establish personal jurisdiction without specifying who did what.” Pearson v. Shriners Hosps.
for Child., Inc., 133 F.4th 433, 442 (5th Cir. 2025). The Supreme Court in Fuld excised from the
Fifth Amendment analysis any limitation that would require assessing only contacts with the
geographic territory of the United States, but it did not abrogate the principle that the plaintiff must
demonstrate personal jurisdiction over each defendant individually. If using a jurisdiction-granting
statute as in Fuld, that means establishing that the defendant performed the jurisdiction-triggering
conduct that Congress specified. See 606 U.S. at 9–10 (describing how plaintiffs alleged and district
courts found that defendants had engaged in jurisdiction-triggering conduct).
The jurisdiction-triggering conduct when using Rule 4(k)(2) is the conduct leading to the
plaintiff’s injury. Under the old “minimum contacts” test, a court would assess whether the case
before it “arises out of or results from” geographic contacts with the United States. See Hardy, 117
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 23 of 56 PageID <pageID>

-24-
F.4th at 266–67. The essential difference between that analysis and the analysis employed in Fuld is
that geographic contacts, while still relevant, are not all that is relevant. To determine whether the
exercise of personal jurisdiction under Rule 4(k)(2) comports with Fifth Amendment due process,
courts should now ask a more general question: Is the conduct giving rise to this case or controversy
closely connected with the United States? Exercising jurisdiction over conduct closely connected to
the United States can comport with the Fifth Amendment regardless of whether the conduct
occurred here, in another country, on the open sea, in outer space, or completely on the internet.
ii. WFA is subject to personal jurisdiction under Rule 4(k)(2).
Under Fuld’s basic test for conduct closely connected to the United States, the Court has
personal jurisdiction over WFA under Rule 4(k)(2). To support jurisdiction, X points to its
allegations that GARM was WFA’s initiative that operated out of U.S. offices and that the WFA
executive Rakowitz held meetings, sent emails, and published statements as part of his work for
GARM from within the United States. See Doc. 194, Consol. Resp., 11. Moreover, as part of the
alleged boycott of Twitter/X, WFA signaled that it would monitor the practices of an American
company (see Doc. 77, Second Am. Compl. ¶ 96), which led to American advertisers refraining from
purchasing from the American company (see id. ¶ 106). WFA also helped GARM survey advertisers’
willingness to join a boycott of Twitter (see id. ¶ 110) and met with Twitter to negotiate terms
regulating Twitter’s business practices (see id. ¶ 123). Even if these activities occurred entirely on the
internet and not physically on U.S. territory, the conduct is closely connected with the United States
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 24 of 56 PageID <pageID>

-25-
and has an impact on U.S. commerce. Requiring WFA to respond to this lawsuit does not risk
haling it into U.S. courts for “myriad civil liability reasons.” See Fuld, 606 U.S. at 20.3
Exercising personal jurisdiction over WFA also satisfies the reasonableness inquiry. On the
inquiry’s first part, the burden placed on WFA to litigate in this country is minimal because it is a
sophisticated organization with international and U.S. presence, as opposed to an entity or
individual that only operates outside of this country with localized impact. As WFA points out, it
indeed differs from the defendants in Fuld due to its general lack of involvement in U.S. litigation.
Contrast Doc. 217, WFA’s Reply Mot. Dismiss, 1 & n.1 (indicating WFA has never been sued in the
United States apart from this case and one related case), with Fuld, 606 U.S. at 24–25 (noting that
litigating in United States “could not have come as much of a surprise” in part due to decades of
involvement in U.S. litigation). Also unlike the defendants in Fuld, WFA did not receive “clear
notice” through a congressional enactment targeting its activities. See 606 U.S. at 25. But those
differences are not so great as to make it surprising that WFA’s continued involvement and activity
in U.S. commerce could open it up to personal jurisdiction. Nor do they make it—under the
reasonableness inquiry’s ultimate distillation—“gravely difficult and inconvenient” for the
internationally present WFA to appear in federal court. Id. at 25 (citation omitted).
The other two parts of the reasonableness inquiry—the forum’s and plaintiff’s interests—also
support exercising jurisdiction. Like the statute addressing U.S. antiterrorism interests in Fuld,
antitrust law is designed to address foreign conduct causing domestic antitrust injury: “[O]ur courts
have long held that application of our antitrust laws to foreign anticompetitive conduct is
3 This analysis depends squarely on WFA’s—not any other entity’s—conduct that is part of the alleged boycott
against X. Thus, the analysis is unaffected by WFA’s argument that its members’ or GARM’s activities cannot
be imputed to WFA. See Doc. 217, WFA’s Reply Mot. Dismiss, 3.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 25 of 56 PageID <pageID>

-26-
nonetheless reasonable, and hence consistent with principles of prescriptive comity, insofar as they
reflect a legislative effort to redress domestic antitrust injury that foreign anticompetitive conduct has
caused.” F. Hoffman-La Roche Ltd. v. Empagran S.A., 542 U.S. 155, 165 (2004) (citations omitted).
Although F. Hoffman-La Roche dealt with the scope of conduct covered by the statute rather than
personal jurisdiction, it elucidates why a U.S. antitrust plaintiff can expect to obtain relief in its
home country and the United States’s interest in providing that relief. WFA protests that the
plaintiff and forum should not be grouped together when assessing the interests of each. See Doc.
217, WFA’s Reply Mot. Dismiss, 8. But Fuld essentially grouped the two together when it said both
forum and plaintiff had strong interests for “similar reasons.” 606 U.S. at 24. The Court sees no
reason to decouple X’s interest in obtaining relief and the United States’s interest in providing a
forum to seek it. Considering the backdrop of U.S. antitrust law, both forum and plaintiff have
strong interests supporting the exercise of personal jurisdiction here.
WFA finally advances two procedural arguments, both of which are unavailing. First, WFA
argues that X must establish all elements of Rule 4(k)(2), including Rule 4(k)(2)(A)’s requirement
that WFA is not subject to personal jurisdiction in any state. See Doc. 217, WFA’s Reply Mot.
Dismiss, 7. But the Fifth Circuit has advised that, to invoke Rule 4(k)(2), a plaintiff need not engage
in a piecemeal analysis of all fifty states to disconfirm jurisdiction everywhere. See Adams, 364 F.3d
at 651. “If . . . the defendant contends that he cannot be sued in the forum state and refuses to
identify any other where suit is possible, then the federal court is entitled to use Rule 4(k)(2).” Id.
(quoting ISI Int’l, Inc. v. Borden Ladner Gervais LLP, 256 F.3d 548, 552 (7th Cir. 2001)).
WFA then asserts that X needed to have specifically referenced Rule 4(k)(2) in its complaint
for WFA to address that jurisdictional theory, but WFA cites no authority in support of such a
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 26 of 56 PageID <pageID>

-27-
requirement. See Doc. 217, WFA’s Reply Mot. Dismiss, 8 & n.10. Although a plaintiff must plead
the facts necessary to support jurisdiction, the Court is not aware of authority stating that a plaintiff
must specify the jurisdictional theory in its complaint. In any event, WFA did not concede that it is
subject to personal jurisdiction elsewhere, even after X explained its jurisdictional theory. See id.
Thus, the Court finds that X has established personal jurisdiction over WFA under Rule 4(k)(2).
WFA has also moved to dismiss for improper venue but acknowledges that if personal
jurisdiction exists over WFA, venue is proper under 28 U.S.C. § 1391(c)(3). See id. at 10. The Court
therefore denies the entirety of WFA’s motion to dismiss for lack of personal jurisdiction and
improper venue.
iii. Shell International is not subject to personal jurisdiction.
X has not demonstrated a prima facie case for exercising personal jurisdiction over Shell
International under Rule 4(k)(2) because X has not adequately alleged that Shell International
engaged in conduct closely connected with the United States. To begin, the factual allegations
specific to Shell International relate generally to its affiliations with WFA and the ANA Council. See
Doc. 77, Second Am. Compl. ¶¶ 23, 37. But Shell International’s conduct with respect to those
affiliations occurred entirely abroad with no tangible U.S. impact. See Doc. 144, App. Shell PLC’s
Mot. Dismiss, Ex. B, Aragon Decl. ¶¶ 3–4 (describing Shell International’s payments to WFA’s
Belgian bank account). Moreover, the evidence before the Court shows that Shell International does
not perform any conduct in the United States. See Doc. 143, Shell Int’l’s Br. Mot. Dismiss, 2–3
(citing declarations provided in appendix).
Shell International’s affiliation with WFA and the ANA Council is also steps removed from
the controversy presented in this case. Alleging that Shell International paid dues to WFA, was a
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 27 of 56 PageID <pageID>

-28-
leader of the ANA Council, or paid a GARM invoice does not tell the Court what Shell
International did to monitor X’s activities, answer surveys about willingness to stop advertising on
X, or boycott X. Involvement in GARM could mean a wide range of things: besides the alleged X
boycott, GARM’s activities included consulting the industry to establish agreeable standards and
pursuing collective action against other digital media companies.
GARM membership or affiliation does not equate to boycotting X, despite GARM’s stated
requirement of adherence to and enforcement of the brand safety standards. See Doc. 77, Second
Am. Compl. ¶¶ 66, 68, 73, 76. The Second Amended Complaint contains several examples where
fewer than all GARM members joined in boycotting other platforms (e.g., id. ¶ 85), where Rakowitz
threatened a boycott prior to consulting GARM members (e.g., id. ¶¶ 108, 110), and where
advertisers boycotted in response to an intervening communication from their advertising agency
(e.g., id. ¶ 106). Based on those allegations, the Court cannot equate those that boycotted X with
anyone who affiliated with the boycotters.
Because boycotting X was not GARM’s raison d’être, X does not have standing to challenge
GARM’s existence but only to seek relief for injuries inflicted upon X. As a result, a connection to
GARM, even a less attenuated one than Shell International’s, does not sweep a defendant into X’s
lawsuit. To exercise personal jurisdiction under Rule 4(k)(2), X must allege that Shell International
engaged in jurisdiction-triggering conduct. Here, the jurisdiction-triggering conduct is the boycott
and information-sharing conspiracy leading to X’s injury.
Under that rubric, X alleges that “Shell”—a collective reference to Shell plc, Shell
International, and Shell USA—refrained from purchasing advertising on X after the boycott began.
See Doc. 77, Second Am. Compl. ¶¶ 106, 138. X also asserts that Shell International “acted in a
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 28 of 56 PageID <pageID>

-29-
unity of purpose with Shell USA regarding the conduct of Shell USA.” Doc. 194, Consol. Resp., 5.
According to X, the Court should impute the actions of other Shell entities to Shell International
under a single-enterprise theory recognized in other circuits. See id. at 6 n.2.
X’s single-enterprise theory fails to establish personal jurisdiction for two reasons. First, even
if it applies to this case, the theory concerns antitrust liability, not personal jurisdiction. See Chandler
v. Phx. Servs., No. 7:19-cv-00014-O, 2020 WL 1848047, at *14–15 (N.D. Tex. Apr. 13, 2020)
(O’Connor, J.) (explaining theory as method for parent company “[t]o be liable for its subsidiary’s
conduct”). “Liability and personal jurisdiction are two separate questions in law, and the former
does not establish the latter.” Robert Yaquinto Print’g Co. v. Fleer Skybox Int’l, L.P., No. 3:05-CV-1412-
N, 2005 WL 8158550, at *2 (N.D. Tex. Dec. 20, 2005) (Godbey, J.). Second, “courts do not lightly
or routinely pierce the corporate veil.” USHealth Grp., Inc. v. South, 636 F. App’x 194, 202 (5th Cir.
2015) (per curiam) (citation omitted). To impute a subsidiary’s conduct to the parent corporation,
“the corporation must have exercised such control over the subsidiary that it is clear the two entities
have abandoned their separate corporate identities.” Id. (citations omitted). X has not articulated
facts supporting its assertion that Shell International is answerable for activities by other Shell
entities. At bottom, grouping together all Shell entities does not answer the question “who did
what.” To exercise jurisdiction over Shell International, the Court needs to know what Shell
International—not Shell plc or Shell USA—did. Without more, X’s allegation that the three acted in
“unity of purpose” is a mere conclusion unsupported by alleged facts.
Similar to how X argues that a corporate family should be treated as one, X argues that all
defendants can be treated as part of one boycott conspiracy over which jurisdiction exists. In support
of this conspiracy jurisdiction theory, X points to several cases from other circuits accepting the
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 29 of 56 PageID <pageID>

-30-
theory that one conspirator’s minimum contacts with a forum can support jurisdiction over out-of-
forum co-conspirators. See Doc. 194, Consol. Resp., 18 (collecting cases). X acknowledges that an
unpublished Fifth Circuit case rejected conspiracy jurisdiction. See id. at 22 (quoting Delta Brands
Inc. v. Danieli Corp., 99 F. App’x 1, 6 (5th Cir. 2004)). But X says that an earlier Fifth Circuit case,
which is published, endorsed the theory in dicta. See id. at 20–22 (discussing Guidry v. U.S. Tobacco
Co., 188 F.3d 619 (5th Cir. 1999)). X therefore asks that the Court not propagate the “non-binding
error” of the later unpublished Fifth Circuit case. Id. at 22–25.
Supposing without deciding that the conspiracy jurisdiction theory is valid, X still has not
established jurisdiction because it has not sufficiently tied Shell International to the boycott
conspiracy. To successfully invoke conspiracy jurisdiction, a plaintiff must adequately allege that “a
conspiracy existed” and that “the defendant participated in the conspiracy.” In re Platinum &
Palladium Antitr. Litig., 61 F.4th 242, 270 (2d Cir. 2023) (citation omitted); see Guidry, 188 F.3d at
631–32 (explaining that conspiracy jurisdiction requires adequately pleading a conspiracy exists
under Federal Rule of Civil Procedure 8 standards). For instance, in Platinum & Palladium, the
plaintiffs adequately alleged that the defendants were part of the conspiracy through their
participation in “interfirm communications” where co-conspirators discussed price information and
coordinated market activity. See 61 F.4th at 270–71. In this way, conspiracy jurisdiction does not
ease the “who did what” requirement for personal jurisdiction; it instead modifies the “what” to
require adequately alleging participation in the conspiracy. A plaintiff cannot allege a worldwide
conspiracy, list several organizations as defendants, assert without adequate supporting facts that
they were all part of the conspiracy, and thereby force every international defendant to answer a
lawsuit in a forum where one conspirator’s conduct occurred. Here, as explained above, X has alleged
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 30 of 56 PageID <pageID>

-31-
facts connecting Shell International to other organizations but not showing how Shell International
participated in the alleged boycott. Therefore, even if conspiracy jurisdiction is operable in this
circuit, it fails here.
Finally, as jurisdiction fails under Rule 4(k)(2) for noncompliance with the Fifth
Amendment Due Process Clause, jurisdiction necessarily fails under any other possible theory. The
Court therefore grants Shell International’s motion to dismiss.
iv. Lego A/S is not subject to personal jurisdiction.
The attempt to assert personal jurisdiction under Rule 4(k)(2) over Lego A/S fails for
essentially the same reasons as applicable to Shell International. As with the Shell entities, X groups
the Lego entities together without asserting facts to support its conclusion that Lego A/S broke its
formal corporate separateness to direct the conduct of subsidiary Lego Brand. See Doc. 77, Second
Am. Compl. ¶¶ 20, 37, 138. Even assuming that Lego A/S was a GARM member and leader on the
ANA Council, X fails to specify how Lego A/S participated in the boycott against X, rather than
GARM at large. With no connection between Lego A/S and the United States germane to the
controversy at hand, the Court cannot exercise personal jurisdiction over Lego A/S under Rule
4(k)(2) or any other theory.
v. Nestlé S.A. is not subject to personal jurisdiction.
The Court lacks personal jurisdiction over Nestlé S.A. under Rule 4(k)(2) as well. X once
again impermissibly groups together Nestle entities without supporting facts. See id. ¶ 17. Even if
Nestlé S.A. was a founding member of GARM and had an employee on WFA’s Executive Board,
those facts do not connect Nestlé S.A. to the boycott conspiracy against X. In a conspicuous
counterexample to its group pleading, X alleges that Nestle USA—not Nestlé S.A.—received and acted
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 31 of 56 PageID <pageID>

-32-
on an advertising agency’s “recommendation to refrain from purchasing advertising from Twitter.”
Id. ¶ 106. That allegation connects Nestlé S.A.’s subsidiary to the controversy, but it does not show
how Nestlé S.A. directed the conduct, monitored X’s activities, or participated in the boycott itself.
X does allege one fact that, if attributable to Nestlé S.A., would connect it to the boycott
conspiracy. X alleges in the Second Amended Complaint that “Nestlé S.A. instructs its subsidiaries,
including Nestle USA, to presumptively refrain from purchasing advertising from Twitter, now X,
as a ‘high-risk’ platform.” Id. ¶ 141. X’s “Global Lead for Brand Safety” has since clarified that the
“high-risk” comment was made by an unknown Nestle entity’s employee who “oversees Nestlé’s
global brand safety efforts.” See Doc. 195, App. Consol. Resp., Ex. I, Tenreiro-Braschi Decl. ¶¶ 3–4.
That individual’s LinkedIn page says that she has served since January 2023 as the “Global
Programmatic & Brand Safety Lead” at “Nestlé” based in Barcelona, Spain, and that she is personally
based in the United Kingdom. See id., Ex. H, at App. 056. X speculates that the context of this
employee’s comment “is consistent with the entity that did these things being Nestlé S.A.” and that
Nestlé S.A. is “play[ing] a corporate shell game.” Doc. 194, Consol. Resp., 6 n.2.
Nestlé S.A. responded with its corporate general counsel’s affidavit that the individual whom
X alleges made the “high-risk” comment has never been an officer or employee of Nestlé S.A. See
Doc. 225, Jampen Decl. ¶¶ 3, 5. Moreover, X has not factually contested Nestlé S.A.’s declaration-
supported assertion that, as the ultimate parent of all Nestle entities, it does not “have direct control
or managerial responsibilities over the activities of its subsidiaries.” Doc. 164, Nestlé S.A.’s Br. Mot.
Dismiss, 2 (first citing Doc. 165, App. Nestlé S.A.’s Mot. Dismiss, Jampen Decl. ¶¶ 5–6; then citing
P & L Dev., LLC v. Gerber Prods. Co., 715 F. Supp. 3d 435, 454 (E.D.N.Y. 2024)).
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 32 of 56 PageID <pageID>

-33-
Taking all evidence in the light most favorable to X, the Court need not give speculation
greater weight than a sworn declaration. Here, the employee does not even work or live in
Switzerland where Nestlé S.A. is headquartered. Further, X does not present evidence that Nestlé
S.A. has otherwise directed the advertising activities of its subsidiaries. X’s challenge to Nestlé S.A.’s
sworn declaration, absent countervailing evidence, amounts to mere speculation that Nestlé S.A. is
lying. Having no substantive reason to reject the clearly stated facts in Nestlé S.A.’s declarations, the
Court accepts them as true and rules that it lacks personal jurisdiction over Nestlé S.A. under Rule
4(k)(2) or any other jurisdictional theory.
Finally, because the Court dismisses Shell International, Lego A/S, and Nestlé S.A. from the
lawsuit, their motion to sever is denied as moot.
2. The Court Denies X’s Motion for Jurisdictional Discovery.
Jurisdictional discovery motions are committed to a district court’s discretion, see Monkton,
768 F.3d at 434, and should be granted when a plaintiff “presents factual allegations that suggest
with reasonable particularity the possible existence of” facts to support jurisdiction. Getagadget,
L.L.C. v. Jet Creations Inc., No. 19-51019, 2022 WL 964204, at *5 (5th Cir. Mar. 30, 2022) (citations
omitted). “Discovery on matters of personal jurisdiction need not be permitted unless the motion
to dismiss raises issues of fact. . . . When the lack of personal jurisdiction is clear, discovery would
serve no purpose and should not be permitted.” Kelly v. Syria Shell Petrol. Dev. B.V., 213 F.3d 841,
855 (5th Cir. 2000) (citation modified). Jurisdictional discovery should be denied if it seeks to
understand which entity in a corporate family is responsible, rather than whether the Court has
personal jurisdiction over a named defendant. See DDC Tech., LLC v. Structural Graphics, LLC, No.
3:22-CV-1263-B, 2022 WL 17813705, at *7 (N.D. Tex. Dec. 19, 2022) (Boyle, J.).
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 33 of 56 PageID <pageID>

-34-
For the reasons explained in Sections III.A.1.iii–v above, X has failed to present “factual
allegations that suggest with reasonable particularity” that the Court has personal jurisdiction over
Shell International, Lego A/S, and Nestlé S.A. See Getagadget, 2022 WL 964204, at *5. X contends
that these defendants have not rebutted a series of allegations in its Second Amended Complaint
that would meet this required showing. See Doc. 226, Reply Mot. Disc., 4–5. Half of these allegations
are affiliations with GARM, WFA, or the ANA Council, which as the Court explained above are
not sufficient to suggest that the specific defendant monitored X’s activities, refrained from
purchasing advertisements, or otherwise participated in the boycott. The other half of the supposedly
unrebutted allegations are factually unsupported conclusions that the defendants participated in the
boycott or acted in unity of purpose with a subsidiary. The only potential factual discrepancy could
have been the Nestle employee who made the “high-risk platform” comment, but X does not present
facts (as opposed to speculation) controverting a sworn affidavit that the employee did not work for
Nestlé S.A. Accordingly, X has not met its initial burden under Getagadget.
X nevertheless advances two arguments for jurisdictional discovery, both of which fail to
persuade the Court. First, X argues that it is entitled to test the factual assertions regarding the
defendants’ corporate structure and relationships with alleged co-conspirators. See Doc. 201, Br.
Mot. Disc., 4–8. In support, X principally points to In re Gasoline Spot Litigation, where the court
allowed jurisdictional discovery because the plaintiffs objected to the defendant’s declaration as
“lacking in foundation and hearsay.” No. 20-cv-03131-JSC, 2020 WL 7431843, at *8 (N.D. Cal. Dec.
18, 2020). That court also based its decision to allow jurisdictional discovery on the plaintiff’s
assertion of facts that the international corporate parent’s executives met with its subsidiary’s co-
conspirator; that the parent hired and managed its subsidiary’s senior trading employee; and that
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 34 of 56 PageID <pageID>

-35-
the parent supervised, reviewed, and approved its subsidiary’s trading activities with the co-
conspirator. Id. Here, X does not assert that the relevant affiants do not have sufficient knowledge
as to the facts in their declarations, nor that they might say something different if deposed. And X
has not presented sufficient facts to support its conclusion that Shell International, Lego A/S, and
Nestlé S.A. are lying about their non-involvement in their subsidiaries’ advertising decisions.
Second, X argues that jurisdictional discovery should be permitted because Shell
International, Lego A/S, and Nestlé S.A. “all played key roles in the founding, running, and
unlawful activities of GARM and the ANA, whose Global CMO Growth Council proselytized for
GARM and adherence to its rules, and which was a member of GARM’s Steer Team.” Doc. 201,
Br. Mot. Disc., 9. Again, however, mere affiliation with GARM and its wide-ranging activities does
not support a connection to the boycott against X. These allegations do not, for example, suggest
that these defendants (not their corporate affiliates) ever purchased advertising from X or that they
participated in GARM’s negotiations of advertising practices with X. In contrast, X does not rely on
group pleading to allege that other entities (including Nestle USA) changed their advertising habits
after receiving a boycott-related communication. See Doc. 77, Second Am. Compl. ¶ 106. X has not
persuaded the Court that a dispute exists over asserted facts that, if true, would support jurisdiction;
X simply has not alleged facts supporting the conclusions it wishes to draw.
At bottom, X’s jurisdictional discovery requests are difficult to perceive as anything other
than a fishing expedition. X seeks communications between and among the defendants and “any of
their subsidiaries” regarding “WFA/GARM or the boycott of X,” their “membership and roles in
WFA or GARM,” and their “business activities . . . in the U.S.” Doc. 201, Br. Mot. Disc., 10. These
requests are aimed at the impermissible inquiry of figuring out who in the corporate family was
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 35 of 56 PageID <pageID>

-36-
involved, rather than figuring out specifically whether the Court has jurisdiction over named
defendants. See DDC Tech., 2022 WL 17813705, at *7. More troublingly, prior to establishing that
the Court has personal jurisdiction, the requests seek sprawling information from international
defendants about GARM and their involvement in it generally, rather than specific to the boycott
against X. Because X has not satisfied its burden to establish that any discovery—let alone its broad
requests—is warranted, the motion for jurisdictional discovery is denied.
3. Ørsted Services is Not Subject to Personal Jurisdiction Under Rule 4(k)(1)(C).
Unlike the other foreign defendants, Ørsted Services concedes that it is subject to personal
jurisdiction in New York, which precludes application of Rule 4(k)(2). See Doc. 211, Ørsted Servs.’s
Br. Mot. Dismiss, 12. Thus, to establish personal jurisdiction over Ørsted Services, X leans entirely
on Rule 4(k)(1)(C) and jurisdiction under the Clayton Act, 15 U.S.C. § 22. That statute has two
clauses separated by a semi-colon:
Any suit, action, or proceeding under the antitrust laws against a corporation may be
brought not only in the judicial district whereof it is an inhabitant, but also in any
district wherein it may be found or transacts business; and all process in such cases
may be served in the district of which it is an inhabitant, or wherever it may be found.
§ 22.
This Court recently analyzed the statute in Rumble, Inc. v. World Federation of Advertisers, No.
7:24-CV-0115-B, 2025 WL 2345076 (N.D. Tex. Aug. 13, 2025) (Boyle, J.). The clause preceding the
semicolon is a “‘special’ venue provision, which provides additional methods for a plaintiff to
demonstrate that venue is proper in antitrust cases.” Id. at *5 (citation omitted). “The second clause
is a personal jurisdiction provision authorizing ‘worldwide service of process’” and allowing any
federal district court in the country to exercise personal jurisdiction over an antitrust defendant. See
id. (citation omitted).
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 36 of 56 PageID <pageID>

-37-
In Rumble, the Court recognized that a circuit split exists as to whether the two clauses are
“independent” or “integrated.” See id. at *6. If they are independent, the personal jurisdiction clause
always applies irrespective of whether the special venue clause is satisfied. Id. If they are integrated,
the personal jurisdiction clause is only activated if the special venue provision is satisfied. Id. For
Ørsted Services, interpreting the clauses as independent makes it subject to personal jurisdiction in
this District regardless of whether it inhabits, is found, or transacts business here. Under the
integrated interpretation, Ørsted Services would only be subject to personal jurisdiction under § 22
if it inhabits, is found, or transacts business here.
After discerning that the Fifth Circuit had not taken a side on the matter, the Court in
Rumble concluded that the two clauses are integrated. See id. at *5–9. To reach this conclusion, the
Court assessed the text and structure of the statute and surveyed the approaches taken by other
circuits. See id.
X asks the Court to revisit its previous analysis and hold that the two provisions are
independent. In support, X argues that the Alien Venue Statute (28 U.S.C. § 1391(c)(3)) overrides
the Clayton Act’s special venue provision, parses decisions of the Courts of Appeals that this Court
previously scrutinized in Rumble, and objects to the Court’s previous analysis of the statutory text
and structure. See Doc. 215, Resp. Ørsted Servs.’s Mot. Dismiss, 5–21. The Court is unconvinced
by X’s three lines of argument.
i. The Alien Venue Statute does not impact the operation of § 22’s two clauses together.
First, X argues that “the Alien Venue Statute trumps the Clayton Act’s special venue
provision and authorizes the Court to exercise jurisdiction over an alien defendant . . . without
regard to whether the Clayton Act’s venue provision is satisfied.” Id. at 7. X’s lead support is Brunette
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 37 of 56 PageID <pageID>

-38-
Machine Works, Ltd. v. Kockum Industries, where the Supreme Court decided the applicability of the
patent venue statute to alien defendants. 406 U.S. 706 (1972). The patent venue statute makes venue
proper for patent infringement cases in the district either (a) where a defendant resides or (b) where
the infringement occurred and the defendant has a regular and established place of business. See id.
at 706–07. The Alien Venue Statute at the time said: “an alien may be sued in any judicial district.”
Id. at 706 (citation modified).
The Supreme Court held that, in patent infringement cases against aliens, plaintiffs were not
limited to establishing proper venue through the patent venue statute. See id. at 714. Instead,
plaintiffs could establish proper venue against an alien in any case using the Alien Venue Statute,
which codified “the long-established rule that suits against aliens are wholly outside the operation of
all the federal venue laws, general and special.” Id. Four decades later, according to X, Congress
“reaffirmed and bolstered the Brunette rule” by changing § 1391(c)’s introductory language from
“For purposes of venue under this chapter” to “For all venue purposes.” See Doc. 215, Resp. Ørsted
Servs.’s Mot. Dismiss, 7.
The principle that venue is proper over nonresidents anywhere is correct, yet it is
uninformative of how § 22’s two clauses operate together. Under Brunette, a plaintiff can establish
proper venue in a patent case using the Alien Venue Statute, notwithstanding the patent statute’s
special venue provision. See 406 U.S. at 714. So too in this antitrust case: X can establish proper
venue using § 1391(c)(3).4 But in neither patent cases nor antitrust cases does establishing venue
obviate the need to establish personal jurisdiction. A plaintiff can do so using any of the Rule 4(k)
methods, and if using Rule 4(k)(1)(C), the plaintiff must meet the requirements of the chosen
4 For an example, see the last paragraph of Section III.A.1.ii above dealing with venue for WFA.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 38 of 56 PageID <pageID>

-39-
jurisdiction-granting statute. The question is whether, to use § 22’s jurisdiction-granting provision,
a plaintiff needs to have satisfied its special venue provision. The principle that a plaintiff can use
other methods to establish venue has no bearing on that question.
ii. The Court continues to reject the Third and Ninth Circuits’ approach.
X’s second argument asks the Court to take another look at cases it rejected from the Third
Circuit and Ninth Circuit interpreting § 22’s two clauses as independent only for aliens. See Doc.
215, Resp. Ørsted Servs.’s Mot. Dismiss, 10–11. In Rumble, the Court disagreed with those courts’
holdings because they relied on the purpose of the statute, rather than its text, and because they
treated foreign and domestic corporations differently under the same text. See 2025 WL 2345076,
at *8–9. The Ninth Circuit case, which was decided first, identified § 22’s “main contribution to be
its expansion of the bounds of venue” and decided in light of that purpose that a lawsuit against an
alien corporation should not be restricted by the special venue provision. See Go-Video, Inc. v. Akai
Elec. Co., 885 F.2d 1406, 1410–13 (9th Cir. 1989) (citations omitted). The Third Circuit followed
Go-Video’s logic and added on that “[t]he principle that an alien may be sued in any district is simply
too deeply rooted to assume otherwise.” In re Auto. Refinishing Paint Antitr. Litig., 358 F.3d 288, 295–
97 (3d Cir. 2004) (citations omitted).
These cases are correct that § 22 broadens venue and personal jurisdiction but wrong that it
broadens personal jurisdiction in ways untethered to the text and structure of the statute. Without
§ 22, an antitrust plaintiff (if unable to use Rule 4(k)(2)) would need to sue the defendant under
Rule 4(k)(1)(A) where it is at home or in a place where it has minimum contacts out of which the
antitrust case arises. With § 22, an antitrust plaintiff can sue corporate defendants anywhere they
“transact business,” whether or not the case arises out of that business. In that way, § 22
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 39 of 56 PageID <pageID>

-40-
simultaneously broadens venue and personal jurisdiction by allowing both to exist without case-
related contacts. But recognizing this broadening aspect does not mean that, when faced with a
choice between a broad interpretation and a narrow one, a court should choose the broader one
based on the provision’s general purpose of broadening. If the statute has the effect of broadening,
it is only as a result of its text, not the statute’s “purpose” and not “background principles” that are
not stated in the text.
iii. X’s textual and structural arguments do not compel an independent interpretation.
Last in X’s entreaty to reassess Rumble are two textual and structural arguments. First, X
criticizes Rumble’s conclusion that “such cases” in § 22’s second clause refers to the entire first clause,
and X argues instead that “such cases” means “antitrust cases” generally. See Doc. 215, Resp. Ørsted
Servs.’s Mot. Dismiss, 11–12. At a granular level, X is correct that “such cases” could mean antitrust
cases generally because the first clause says where cases “may be brought,” rather than adjectivally
describing where they “are” brought. See id. at 12–13.
But proper textual analysis does not miss the forest for the trees. “It is a fundamental canon
of statutory construction that the words of a statute must be read in their context and with a view to
their place in the overall statutory scheme.” Chamber of Com. v. U.S. Dep’t of Lab., 885 F.3d 360, 372
(5th Cir. 2018) (quoting Davis v. Mich. Dep’t of Treasury, 489 U.S. 803, 809 (1989)). A related
“cardinal principle of statutory construction” is “that a statute ought, upon the whole, to be so
construed that, if it can be prevented, no clause, sentence, or word shall be superfluous, void, or
insignificant.” United States v. Lauderdale Cnty., 914 F.3d 960, 966 (5th Cir. 2019) (citation modified).
In context, reading “such cases” in § 22’s second clause as referring to antitrust cases generally
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 40 of 56 PageID <pageID>

-41-
renders the venue provision “disposable.” KM Enters., Inc. v. Glob. Traffic Techs., Inc., 725 F.3d 718,
729 (7th Cir. 2013) (citations omitted).
The independent interpretation renders the venue provision disposable because § 22—titled
“District in which to sue corporation”—applies only to corporations. If personal jurisdiction in an
antitrust case is proper against a corporation everywhere, then the corporation is a resident
everywhere for purposes of venue in that case under the general venue statute. See 28 U.S.C.
§ 1391(c)(2). A defendant’s residence in a district makes venue proper there for that defendant. See
§ 1391(b)(1). As a result, an antitrust plaintiff would never need to use § 22’s special venue provision
under an independent interpretation of the statute, and Congress would have written the special
venue provision to have no effect.
X criticizes this conclusion regarding superfluity as incorrect because an antitrust plaintiff
could sue corporations and noncorporations in one lawsuit, but its argument does not explain when
§ 22’s special venue provision would ever need to be used under an independent interpretation. See
Doc. 215, Resp. Ørsted Servs.’s Mot. Dismiss, 14–15. If suing corporations and non-corporations,
the fact that venue is proper for corporations everywhere does not make venue for the case overall
proper because § 1391(b)(1) requires that “all defendants are residents of the State in which the
district is located.” The antitrust plaintiff would then need to figure out a different way to establish
that venue is proper for the non-corporate defendants. Its first option for doing so is filing in the
forum where the non-corporate defendant resides, which poses no issue for the corporate defendant
who—under the independent interpretation of § 22, plus operation of § 1391(c)(2)—resides there
too. Its second option is filing where “a substantial part of the events or omissions giving rise to the
claim occurred,” § 1391(b)(2)—again obviating any need for use of § 22’s special venue provision.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 41 of 56 PageID <pageID>

-42-
The fallback option—“if there is no district in which an action may otherwise be brought,”
§ 1391(b)(3)—likewise does not require use of § 22’s special venue provision. Thus, X’s critique does
not elucidate any use of § 22’s special venue provision if the statute’s clauses are deemed
independent.
Second, X argues that the semicolon between § 22’s two clauses suggests that they operate
independently. See Doc. 215, Resp. Ørsted Servs.’s Mot. Dismiss, 13–14. Contra Rumble, 2025 WL
2345076, at *7 (“The venue and personal jurisdiction provisions are part of the same sentence and
are only separated by a semicolon, which suggests that Congress intended for them to operate
together.” (citation omitted)). But the case X cites for this proposition, despite stating that clauses
separated by semicolons are presumed independent, advises that “punctuation alone is not ‘a reliable
guide for discovery of a statute’s meaning.’” Elgin Nursing & Rehab. Ctr. v. U.S. Dep’t of Health & Hum.
Servs., 718 F.3d 488, 494–95 (5th Cir. 2013) (citations omitted). Moreover, the regulatory guideline
at issue in Elgin involved two different criteria for evaluating one outcome of whether eggs were
prepared safely. See id. at 494. Here, § 22’s two clauses do not refer to two different ways to establish
venue or two different ways to establish personal jurisdiction that might be seen as alternate options.
X’s argument about semicolons therefore has little applicability here.
Returning to Ørsted Services, X has made no effort to establish that the Court has
jurisdiction under an integrated interpretation of § 22 by showing, for example, that Ørsted Services
transacts business in this District. Nor has X made any effort to establish that Ørsted Services had
case-related minimum contacts with Texas that would give rise to personal jurisdiction. Thus, the
Court dismisses all claims against Ørsted Services without prejudice.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 42 of 56 PageID <pageID>

-43-
X requests interlocutory appeal if the Court disagrees with X’s interpretation of § 22. See
Doc. 215, Resp. Ørsted Servs.’s Mot. Dismiss, 21. Because this opinion disposes of all claims against
all parties, the Court will issue a final judgment that allows X to appeal any purported error leading
to that final order. Thus, X’s request for certification of interlocutory appeal is denied as moot.
B. The Court Denies Transfer.
The first step of the transfer analysis is assessing whether the case “might have been brought”
in the proposed transferee forum. See 28 U.S.C. § 1404(a). Often, this issue is undisputed and
therefore not scrutinized. See, e.g., Volkswagen, 545 F.3d at 312 (“All agree that this civil action
originally could have been filed in the Dallas Division.”); In re TikTok, 85 F.4th 352, 357 n.5 (5th
Cir. 2023) (similar).
But where, as here, the issue is disputed, the burden falls on the movants to prove that the
transferee forum “has subject-matter jurisdiction, personal jurisdiction, and proper venue.” See
Maxell, 2025 WL 1674398, at *2. That burden is not satisfied by a defendant conceding jurisdiction
in the transferee forum. See Blitz USA, Inc. v. Liberty Surplus Ins. Corp., No. 3:11–CV–0034–G, 2011
WL 1602718, at *3 (noting that transferee forum must be proper “independently of the wishes of
the defendant” (citation omitted)). Instead, meeting the burden requires an affirmative
demonstration, just the same as a plaintiff must demonstrate when it opposes a jurisdictional
challenge. Compare Ill. Union, 191 F. Supp. 2d at 797 (explaining transfer movants’ burden to
establish personal jurisdiction in transferee forum as to each defendant) (citation omitted), with
Monkton, 768 F.3d at 431 (explaining plaintiff’s burden in face of personal jurisdiction challenge).
As to their proposed transfer to the U.S. District Court for the Southern District of New
York (“SDNY”), the movants have failed to meet the threshold burden to show that the defendants
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 43 of 56 PageID <pageID>

-44-
would be subject to personal jurisdiction there.5 On their alternative request for intra-district transfer
to Dallas, transferring would have no impact given the Court’s conclusion on the merits, so the
Court denies intra-district transfer.
1. The movants do not meet their burden to show SDNY has personal jurisdiction.
The movants cite two parts of the Clayton Act to argue that the action could be transferred
to SDNY. See Doc. 179, Br. Mot. Transfer, 8. First, they cite 15 U.S.C. § 15(a), which says that
private antitrust lawsuits may be brought in “any district court of the United States in the district in
which the defendant resides or is found or has an agent.” This provision concerns venue only, which
means that the movants would need a separate basis for personal jurisdiction. See 14D Wright &
Miller’s Federal Practice and Procedure § 3818 (4th ed. 2025).
Second, they cite 15 U.S.C. § 22, which allows personal jurisdiction anywhere only if its
special venue clause is satisfied. See Rumble, 2025 WL 2345076, at *6 (other citations omitted) (citing
Daniel v. Am. Bd. of Emergency Med., 428 F.3d 408, 422 (2d Cir. 2005)) (explaining that the Second
Circuit follows integrated reading of § 22). Thus, SDNY would have personal jurisdiction over a
defendant that inhabits, is found, or transacts business in that district. See Expoconsul Int’l, Inc. v.
A/E Sys., Inc., 711 F. Supp. 730, 732 (S.D.N.Y. 1989) (citing § 22). “Inhabit” means to be
incorporated somewhere, and “found” means to do business there. Id. at 732–33 (citation omitted).
“Transact business” is a looser standard meant to expand the forums in which antitrust cases can be
brought, see id. at 733 (citation omitted), and the standard is satisfied if a defendant does “practical,
everyday business . . . of any substantial character.” Daniel, 428 F.3d at 428 (citations omitted).
5 For this inquiry, the Court need not consider dismissed defendants. See, e.g., QR Spex, Inc. v. Motorola, Inc.,
507 F. Supp. 2d 650, 668 (E.D. Tex. 2007) (transferring case as to two defendants after dismissing others).
Thus, the parties’ arguments regarding personal jurisdiction in SDNY over Shell International, Lego A/S,
Nestlé S.A., and Ørsted Services are mooted by those defendants’ dismissal from the lawsuit.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 44 of 56 PageID <pageID>

-45-
Critically, whichever route you take to satisfy § 22’s venue clause, contact with the state as a whole
is irrelevant. See id. at 430. Only a showing of contact with the specific judicial district will satisfy the
venue clause. Id. (citations omitted).
The evidence provided by the movants is insufficient to show that they do any business in
SDNY to satisfy § 22’s venue clause and activate its personal jurisdiction clause. For six defendants,
the movants provided New York business registrations. See Doc. 179, Mot. Transfer, 4. But
registrations to do business in the state of New York do not establish that those defendants do
business in SDNY specifically. Two defendants—Mars and CVS—provide declarations from their
executives stating, “I understand that [Mars/CVS] transacts business in New York, NY.” Doc. 179-
1, App. Mot. Transfer, Ex. 17, Stephenson Decl. ¶ 14; id., Ex. 18, Vaccarezza Decl. ¶ 5. Those
statements do not demonstrate anything, they merely state a conclusion. Cf. Expoconsul, 711 F. Supp.
at 733–34 (assessing sales figures and breadth of business contacts with district to determine
“transacting business” standard was satisfied). Just as it would not work for a plaintiff to beat a
jurisdictional challenge with only a conclusory statement in support, a conclusory statement cannot
be sufficient when the burden is on the defendant here. Moreover, the statements do not necessarily
connect the purported business to SDNY because parts of New York City are in the Eastern District
of New York. See 28 U.S.C. § 112(c). Only one defendant, Pinterest, says it has an office in New
York City. Doc. 179-1, App. Mot. Transfer, Ex. 15, Myvett Decl. ¶ 4. But Pinterest fails to specify in
which borough (or in which federal judicial district) its office is located.
The movants may wonder why the Court cannot just presume that the remaining
defendants—some of the world’s largest corporations—do business in the global commerce hub of
Manhattan, which is in SDNY. The answer is that, although § 1404 allows judicial discretion in
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 45 of 56 PageID <pageID>

-46-
weighing convenience, the statute does not permit judicial guesswork that the transferee forum could
entertain the case. X raised this issue in its response brief, see Doc. 197, Resp. Mot. Transfer, 15–16,
and the movants in their reply did not provide facts or analysis to meet their burden, see Doc. 221,
Reply Mot. Transfer, 8. The Court will not research each defendant to figure out the street addresses
of its retail locations, where its products are shipped, or the quantity of those business activities in
SDNY. That burden rests on the movants, and they have failed to carry it.
Unprompted judicial research into these defendants, while in some instances seemingly
simple, opens its own can of worms. A court may, under Federal Rule of Evidence 201, take
unprompted judicial notice of adjudicative facts that are “generally known” within its territorial
jurisdiction or that “can be accurately and readily determined from sources whose accuracy cannot
reasonably be questioned.” Judicial notice might be appropriate for “jurisdictional facts drawn from
public records.” See PNC Bank, N.A. v. 2013 Travis Oak Creek, L.P., 136 F.4th 568, 574 (5th Cir.
2025) (collecting examples). A Google search might reveal that Pinterest’s New York office is in fact
in Manhattan, but is Google—like an official government record—a source “whose accuracy cannot
reasonably be questioned”? Suppose the answer is yes, what you see on the internet is unquestionably
reliable for such purposes. Now, if the Court uses Google to locate CVS pharmacies and Shell gas
stations in Manhattan, how does the Court know that those retail locations are owned or operated
by the defendants here, rather than by formally separate corporate subsidiaries? Even if Google can
(reliably or not) answer some questions, for other defendants who sell products but do not have
public-facing business locations, a Google search might not do the trick at all. And at bottom, doing
all this work for big corporate defendants relieves them of a burden that the Court would not relieve
if an ordinary individual wished to transfer a case. Due to the inherent complications and unfairness,
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 46 of 56 PageID <pageID>

-47-
the Court declines to look outside the record to determine how much business each defendant does
in SDNY.
Alternatively, the movants could have attempted to show that SDNY has personal
jurisdiction under Rule 4(k)(1)(A) because the defendants are subject to New York state courts’
personal jurisdiction. “General jurisdiction” would not exist in New York over most of the
defendants because they are not “at home” in New York since their headquarters and places of
incorporation are in other states. See Doc. 77, Second Am. Compl. ¶¶ 14–15, 17–18, 20–23;
Daimler, 571 U.S. at 137. The movants have not conducted a “minimum contacts” analysis to show
that the defendants are subject to “specific jurisdiction” in New York. Some defendants’ declarations
state their advertising agencies and GARM contacts are only in New York, but other defendants do
not say anything about New York. Contrast Doc. 179-1, App. Mot. Transfer, Ex. 17, Stephenson
Decl. ¶¶ 7, 11 (advertising agency and GARM contacts in New York), and id., Ex. 18, Vaccarezza
Decl. ¶¶ 9, 11 (similar), with id., Ex. 19, Crawford Decl. (no mention of New York). Other
defendants did not provide any declaration regarding the location of their case-related contacts. In
any event, the Court will not extrapolate facts from the complaint or elsewhere when the movants
have not done their work.
SDNY could clearly entertain the case only as to two defendants: WFA and Colgate. Any
federal court would have subject-matter jurisdiction since this case arises under federal law. See 28
U.S.C. § 1331. WFA is subject to personal jurisdiction anywhere in the United States under Rule
4(k)(2), and venue is proper as to WFA wherever it is subject to personal jurisdiction under 28
U.S.C. § 1391(c)(3). Colgate, which is headquartered in New York, is subject to general personal
jurisdiction in New York state courts and therefore subject to SDNY’s personal jurisdiction under
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 47 of 56 PageID <pageID>

-48-
Rule 4(k)(1)(A). Venue would also be proper as to Colgate because it is deemed to reside for venue
purposes in any district where it is subject to personal jurisdiction. See § 1391(b)(1), (c)(2).
If only a partial transfer is possible, the movants ask that the Court transfer the defendants
that can be transferred and retain the remaining defendants here. See Doc. 179, Br. Mot. Transfer,
9 n.12. “[I]n most multidefendant cases . . . severance and transfer makes sense only where the
administration of justice would be materially advanced and a defendant in one district is not ‘so
involved’ in the transferred controversy that the same issues would have to be litigated twice.” Def.
Distributed v. Bruck, 30 F.4th 414, 429 (5th Cir. 2022) (footnote omitted). Here, it is unclear how
transferring only WFA and Colgate would materially advance the administration of justice or how
the partial transfer could avoid having to litigate the same issues twice.6 Thus, the request for partial
transfer to SDNY is denied.
Because the Court denies transfer to SDNY due to the movants’ failure to establish that the
case “might have been brought” there, the Court does not opine on the impact of X’s terms of service
and denies as moot X’s motion for leave to file supplemental evidence regarding those terms.
2. The Court declines to transfer to the Dallas Division.
The above transfer analysis was necessary because, if the Court were to have transferred the
case to SDNY, it would have deferred deciding the merits of this case to the transferee court. See Tel.
Sci. Corp. v. Harris & Harris Ltd., No. 3:25-CV-1239-B, 2026 WL 657600, at *1 & n.1 (N.D. Tex.
Mar. 9, 2026) (Boyle, S.J.) (citation omitted). In contrast, transferring to the Dallas Division would
6 Even if the Court provided a little boost from sua sponte internet searches to determine that additional
defendants could be transferred, that help could not be provided to all defendants. That means that any
transfer would inevitably be partial, and it is unclear how a transfer that applies to any fewer than all
defendants would materially advance the administration of justice or avoid having to litigate the same issues
twice.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 48 of 56 PageID <pageID>

-49-
not change the presiding judge, so the Court can defer deciding the alternate request for intra-district
transfer until after it has examined the merits of X’s claim. In the next section, the Court explains
that X has failed to state a claim and dismisses the case. Therefore, the case will not proceed further
in this Court, and no convenience is gained by transfer. If, after an appeal, it becomes necessary to
revisit the issue, a renewed motion for intra-district transfer may be filed.
C. X Failed to State a Claim Under 15 U.S.C. § 1 Because X Has Not Suffered Antitrust Injury.
To state a claim under 15 U.S.C. § 1, a plaintiff must establish that it has suffered antitrust
injury. See Dr.’s Hosp. of Jefferson, Inc. v. Se. Med. All., Inc., 123 F.3d 301, 305 (5th Cir. 1997) (citation
omitted). This requirement is distinct from the Article III jurisdictional question whether the
plaintiff has suffered an injury in fact that is caused by the defendant and redressable by favorable
judicial decision. See Rx Sols., Inc. v. Caremark, L.L.C., 164 F.4th 436, 443–44 & n.4 (5th Cir. 2026)
(citations omitted). Instead, the “requirement is inferred from section 4 of the Clayton Act, which
affords a remedy to any person injured in his business or property ‘by reason of’ an antitrust
violation.” Dr.’s Hosp., 123 F.3d at 305 (citing 15 U.S.C. § 15(a)). Antitrust injury, as a component
of statutory standing, is a “useful filter at an early stage of litigation” for weeding out faux antitrust
lawsuits that merely state ordinary tort or contract claims. See id. at 306.
The Fifth Circuit recently summarized antitrust injury in the following way:
The Supreme Court has distilled antitrust injury as being “injury of the type the
antitrust laws were intended to prevent and that flows from that which makes
defendants’ acts unlawful.” . . . “The antitrust laws . . . were enacted for ‘the
protection of competition not competitors.’” . . . “Typical” antitrust injury thus
“include[s] increased prices and decreased output.” . . . “This circuit has narrowly
interpreted the meaning of antitrust injury, excluding from it the threat of decreased
competition.” . . . “Loss from competition itself—that is, loss in the form of
customers[] choosing the competitor’s goods and services over the plaintiff’s—does
not constitute an antitrust injury.” . . . In short, the question underlying antitrust
injury is whether consumers—not competitors—have been harmed.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 49 of 56 PageID <pageID>

-50-
Rx Sols., 164 F.4th at 444 (citations omitted).
Illegal group boycotts are “joint efforts by a firm or firms to disadvantage competitors by
either directly denying or persuading or coercing suppliers or customers to deny relationships the competitors
need in the competitive struggle.” Spectators Commc’n Network Inc. v. Colonial Country Club, 253 F.3d
215, 221 (5th Cir. 2001) (internal quotation marks omitted) (quoting Nw. Wholesale Stationers, Inc.
v. Pac. Stationary & Printing Co., 472 U.S. 284, 294 (1985)). Although they often involve conspirators
with “no direct motive to restrain trade,” illegal group boycotts must involve a competitor at some
level who seeks to restrain competition against an outsider to the agreement. See id.; MM Steel, L.P.
v. JSW Steel (USA) Inc., 806 F.3d 835, 844 (5th Cir. 2015) (“[A] group boycott . . . [is] often[] a
concerted agreement among competitors to refuse to deal with a manufacturer unless the
manufacturer refuses to deal with an additional (typically new) competitor.” (citation omitted)).
X suggests that it need not satisfy the antitrust injury requirement because the alleged boycott
is a “per se illegal collusion” that necessarily states antitrust injury. See Doc. 243, Resp. Suppl. Auth.,
1. But even a boycott claim falling under the per se approach must involve “joint efforts by a firm or
firms to disadvantage competitors” either directly or by pressuring others. See Nw. Wholesale, 472
U.S. at 294 (citations omitted). If the claim does not directly or indirectly involve the plaintiff’s
competitor, it does not state an antitrust injury.
X has not stated an antitrust injury. To recap, X is in the market of selling space on its social
media platform where advertisements will be viewed by X’s users. See Doc. 77, Second Am. Compl.
¶ 151. As alleged, WFA and its GARM initiative organized an advertiser boycott of X’s platform. See
id. ¶¶ 96, 104, 106, 124, 138, 141. Advertisers continue to buy advertising space from other social
media companies and pay higher prices for that space. See id. ¶ 143. The harm to X has included
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 50 of 56 PageID <pageID>

-51-
reduced revenue and reduced prices that advertisers are willing to pay to advertise on its platform.
See id. ¶¶ 154–55.
To understand why these allegations do not amount to an antitrust claim, think of X’s injury
in two ways: First, consider that the conspiracy benefits other social media companies that no longer
must compete with X. Second, consider that the conspiracy benefits the advertisers who no longer
compete with each other to buy X’s advertising space. Either way, no antitrust injury exists.
1. If the conspiracy was meant to benefit competing social media companies, X has not
alleged that Defendants’ activities allowed those competitors to corner the supply against
consumer interests.
A group of competitors who refuse to buy from an upstream supplier can cause antitrust
injury if the refusal to deal is meant to allow another upstream supplier to corner the supply market.
For example, in Doctor’s Hospital, a preferred provider network contracted with various hospitals to
provide services that the network could package into deals for group purchasers of healthcare
coverage. See 123 F.3d at 303. An individual consumer whose healthcare plan participated in the
network could go to an in-network hospital for a lower price than an out-of-network hospital. See id.
In this setup, think of the hospitals as suppliers of healthcare and the network as an intermediary
that buys from the hospitals to sell to the ultimate consumer, the patient.
The antitrust conspiracy arose when two hospitals—one large and one small—that were
located immediately next door to each other both wanted to join the network. See id. The small
hospital, rejected from the network, filed an antitrust lawsuit against both the network and the larger
hospital that was allowed to join. See id. at 304. The large hospital had “condition[ed] its entrance”
into the network on the exclusion of the small hospital, and the network obliged so that it could
secure the large hospital’s larger supply of services. See id. As a result, the network’s consumers in
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 51 of 56 PageID <pageID>

-52-
that area had reduced options and higher costs than they would have had if the small hospital was
able to compete freely with the large hospital. See id. The Fifth Circuit held that the small hospital’s
“alleged losses and competitive disadvantage because of its exclusion from [the network] fall easily
within the conceptual bounds of antitrust injury.” Id. at 305.
In contrast to the facts of Doctor’s Hospital, X has not alleged that the boycott against it allows
or is intended to allow a competing social media company to corner the supply market for online
advertising space. X alleges that the boycott against it benefits social media companies whom GARM
deemed to have complied with the brand safety standards and that those companies are able to
charge higher prices than X because they do not have to compete with X. See Doc. 77, Second Am.
Compl. ¶ 143. Pinterest is one of the favored competitors. See id. But X has not alleged that the
advertisers chose to do business with Pinterest—or any other social media company—as part of an
agreement not to do business with X. Unlike the large hospital in Doctor’s Hospital, Pinterest is not
alleged to be X’s competitor that wanted to exclude X from the market so that it could charge higher
prices. In turn, unlike the network in Doctor’s Hospital, the advertisers did not decide to boycott X at
Pinterest’s—or any other X competitor’s—behest to secure the competitor’s business. Instead, X
alleges a conspiracy driven by advertisers not to further X-competitor social media companies’
interests but to pursue their own collective interests as to where they place their advertisements. See
id. ¶ 41.
Two cases that X cites in its brief as “easily constitut[ing] antitrust injury” likewise describe a
combination with upstream competitors. See Doc. 196, Resp. Joint Mot. Dismiss, 39. First, in IQ
Dental Supply, Inc. v. Henry Schein, Inc., the Second Circuit found antitrust injury where large on-the-
ground dental-supply distributors pressured dental practices to not do business with the plaintiff, a
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 52 of 56 PageID <pageID>

-53-
competing online distributor. See 924 F.3d 57, 60–61, 63–64 (2d Cir. 2019). Second, in Full Draw
Productions v. Easton Sports, Inc., the Tenth Circuit found antitrust injury where large manufacturers
of archery equipment collectively refused to purchase rental space at the plaintiff’s archery trade
show because they wanted to force the plaintiff out of business and start their own trade show. See
182 F.3d 745, 748, 751 (10th Cir. 1999).
In both IQ Dental and Full Draw, an upstream supplier—either for dental products or for
space at archery trade shows—is involved. The dental practices in IQ Dental were participants with
“no direct motive to restrain trade” but were pressured into doing so by upstream competitors, and
the manufacturers in Full Draw restrained trade so that they could occupy the upstream supplier
position themselves. See Spectators’ Commc’n, 253 F.3d at 221.
Here, X has not alleged that an advertising space supplier (i.e., one of X’s competitors)
directed the Defendants’ boycott. Nor has X alleged that advertisers, WFA, or GARM sought to
become the supplier (a new social media company) themselves. Thus, a construction of X’s antitrust
claim as one restraining it from competing with fellow social media companies is not “injury of the
type the antitrust laws were intended to prevent.” Rx Sols., 164 F.4th at 444.
2. If the conspiracy was meant to eliminate competition at the advertiser level, X has not
alleged that Defendants’ boycott restrained X from selling to its downstream customers.
A group of competitors who refuse to buy from an upstream supplier can also cause antitrust
injury if the refusal to deal is meant to cut off the supplier’s direct access to other downstream
customers. For example, in Eastern States Retail Lumber Dealers’ Ass’n v. United States, an association
of retailers wanted to maintain the system where they bought lumber from regional wholesalers and
sold it to local consumers. See 234 U.S. 600, 606–07 (1914). To do so, if a wholesaler tried to sell
directly to consumers, the wholesaler’s name went on a “blacklist” circulated to all retailers. See id.
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 53 of 56 PageID <pageID>

-54-
at 607–08. When retailers saw a wholesaler’s name on the blacklist, they understood it as a call to
“withhold patronage” from that wholesaler. See id. at 608–09. Thus, the retailers collectively imposed
on the wholesalers a condition to avoid competing for local customers anywhere, on pain of retailers
everywhere boycotting the offending wholesaler and putting it out of business. See id. at 611. The
Supreme Court held that the retailers violated antitrust law by collectively restraining the
wholesalers’ ability to compete for end consumers. See id. at 614. In figurative terms, think of the
retailers’ collective signal to the wholesalers as saying, “do not dare go around us to access our
customers.”
The advertisers here imposed no “do not dare go around us” restriction. The key difference
between Eastern States and this case is what the respective conspirators sought when they combined
forces: In Eastern States, the retailers sought to restrict the wholesalers from competing for the
retailers’ customer base. The conspiring advertisers here did not attempt to force X to advertise with
only GARM advertisers so that they could control the social media advertising market or any other
market. They merely decided that they would not buy from X for their own advertising needs,
notwithstanding if X sold advertising space to anyone else.
To be sure, GARM allegedly imposed a “do not dare go around us” restriction by gatekeeping
X’s access to advertisers. See Doc. 77, Second Am. Compl. ¶ 63 (explaining that GARM’s collective
action shifted the cost of monitoring content from individual advertisers to social media companies).
But GARM is not an economic intermediary like the retailers in Eastern States. GARM did not buy
advertising space from X to sell to advertisers nor did it, in such an arrangement, tell X not to sell
directly to GARM’s customers. Rather, GARM was organized by advertisers and reflected their
“avowed commitment to furthering [their] economic interests . . . as a group.” Doc. 196, Resp. Joint
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 54 of 56 PageID <pageID>

-55-
Mot. Dismiss, 13–14 (citing Doc. 77, Second Am. Compl. ¶¶ 36–47). Thus, if GARM is the obstacle
to X reaching its advertiser-customers directly, then it is the equivalent of the advertiser-customers
themselves deciding not to deal.
The last of the cases X cited in its brief to support antitrust injury is, like Eastern States, a “do
not dare go around us” case. See id. at 39. That case, Big Bear Lodging Ass’n v. Snow Summit, Inc.,
involved a group of ski resorts that sold discount ski tickets to lodging referral services and did not
want the lodging referral services to refer anyone to competing ski resorts outside of the group. See
182 F.3d 1096, 1099–1100 (9th Cir. 1999). With the aim to prevent the group’s competitors from
competing, a group boycott restricting the referral services from doing business with outsiders was a
per se antitrust violation. See id. at 1103. Unlike the conspiring ski resorts in Big Bear, the defendant
advertisers here are not telling X to only do business with them and not with other advertisers. The
only harm X has asserted is that its customers collectively chose X’s competitors over X. That “[l]oss
from competition itself . . . does not constitute an antitrust injury.” Rx Sols., 164 F.4th at 444 (citation
omitted). Therefore, although a group boycott is alleged, there is no antitrust violation here.
Because X does not allege that Defendants acted to restrain competition, it has failed to state
either of its claims under the Sherman Act. Its claims against the remaining Defendants (all besides
Shell International, Lego A/S, Nestlé S.A., and Ørsted Services) are therefore dismissed.
The Court finally denies X’s request for an opportunity to replead. See Doc. 196, Resp. Joint
Mot. Dismiss, 40. “Whether leave to amend should be granted is entrusted to the sound discretion
of the district court, and that court’s ruling is reversible only for an abuse of discretion.” Young v.
U.S. Postal Serv. ex rel. Donahoe, 620 F. App’x 241, 245 (5th Cir. 2015). “Denial of leave to amend is
appropriate where there is no indication that amendment would cure the defects in a complaint.”
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 55 of 56 PageID <pageID>

-56-
Id. The 165-paragraph Second Amended Complaint contains no dearth of detail: if facts existed that
GARM operated at an X competitor’s behest to put X out of business or that GARM advertisers
sought to unfairly exclude competing advertisers from doing business, X would have pleaded those
facts. The very nature of the alleged conspiracy does not state an antitrust claim, and the Court
therefore has no qualm dismissing with prejudice.
IV.
CONCLUSION
For the foregoing reasons, the motions are disposed as follows: The Court DENIES the
motion to dismiss filed by WFA (Doc. 132). The Court GRANTS the motions to dismiss filed by
Shell International (Doc. 142), Lego A/S (Doc. 145), Nestlé S.A. (Doc. 163), and Ørsted Services
(Doc. 210), and DISMISSES all claims as to those defendants WITHOUT PREJUDICE. The
Court DENIES X’s contingent motion for jurisdictional discovery (Doc. 200). The motion to
transfer (Doc. 178) is DENIED. The motion to sever (Doc. 190) and the motion for leave to file
supplemental evidence (Doc. 244) are DENIED AS MOOT. The Court GRANTS the motion to
dismiss for failure to state a claim (Doc. 160) as to all defendants not already dismissed for lack of
jurisdiction. X’s case as to those remaining defendants is DISMISSED WITH PREJUDICE. A final
judgment will follow.
SO ORDERED.
SIGNED: March 26, 2026.
JANE J. BOYLE
SENIOR UNITED STATES DISTRICT JUDGE
Case 7:24-cv-00114-B Document 255 Filed 03/26/26 Page 56 of 56 PageID <pageID>