The opinion
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
CELONIS SE, et al., Case No. 25-cv-02519-VC
Plaintiffs,
ORDER GRANTING IN PART AND
v. DENYING IN PART MOTION TO
DISMISS
SAP SE, et al.,
Re: Dkt. No. 46
Defendants.
The motion to dismiss is granted in part and denied in part. This order assumes the
reader’s familiarity with the facts, governing legal standards, and arguments made by the parties.
Comity and forum non conveniens. Neither doctrine serves to bar this case. Some of the
conduct at issue in this case may be addressed in the German litigation. But this case concerns
the legality of SAP’s conduct under U.S. antitrust law and the effects of that conduct on U.S.
consumers and competitors, including Celonis’s U.S. subsidiary. Neither of those issues appears
to be part of the German litigation. Therefore, the United States has a strong interest in this case,
and Germany provides an inadequate forum for resolving it. See In re Korean Ramen Antitrust
Litigation, 281 F. Supp. 3d 892, 907–09 (N.D. Cal. 2017).
Tying. The tying claims are dismissed because the complaint does not adequately explain
how Signavio is being tied to ERP data access (or how Celonis is being negatively tied to ERP
data access). The complaint alleges that, by prohibiting certain types of data extractors, Note
3255746 had the practical effect of forcing SAP customers to use Signavio (and not Celonis) if
they wanted to extract data from their SAP ERP. But Celonis alleges that the Note still allows
customers to use non-ODP-based extractors—and that Celonis’s extractor isn’t ODP based, and
therefore isn’t prohibited by the Note.
Celonis’s response to this appears to be that SAP’s Clean Core Policy then kicks in to
effectively prohibit any data extraction method other than SAP’s preferred ones, regardless of
whether it’s ODP based. Celonis alleges that the Clean Core Policy is coercive because, if users
violate it, they will lose support for their ERP migration. But Celonis said that it was alleging
data access to be the tying product—not migration support. And according to the allegations in
the complaint, even under the Clean Core Policy, SAP users can still access their data and then
choose Celonis for process mining; they just might not get support for their ERP migration if
they do so.1
Bundling and predatory pricing. These claims are dismissed because the complaint does
not include enough detail about SAP’s prices (including promotional bundles) and costs to
plausibly allege that SAP is engaged in below-cost pricing. Celonis alleges only that SAP has
bundled certain products together and that, on information and belief, it sells Signavio below cost
as part of a bundle and alone. This is insufficient. See, e.g., DeSoto Cab Co. v. Uber
Technologies, 2018 WL 10247483, at *9-10 (N.D. Cal. Sep. 24, 2018) (collecting cases);
EcoShield Pest Solutions Portland, LLC v. Grit Marketing, LLC, 2025 WL 844259, at *7 (D. Or.
Mar. 18, 2025).
Monopolization and attempted monopolization. These claims are dismissed because
Celonis has not alleged with sufficient detail that SAP has engaged in anticompetitive conduct.
At bottom, Celonis plausibly alleges only that SAP is refusing to let Celonis and its customers
extract customers’ data from SAP’s applications using Celonis’s preferred extraction methods.
But SAP has no obligation to let its competitors access its databases in the way they prefer. See
Reveal Chat Holdco, LLC v. Facebook, Inc., 471 F. Supp. 3d 981, 1000–01 (N.D. Cal. 2020);
Novell, Inc. v. Microsoft Corp., 731 F.3d 1064, 1074 (10th Cir. 2013). That SAP’s restriction
applies directly to its customers rather than to Celonis does not change this. See LiveUniverse,
1 This ruling expresses no opinion on whether Celonis could state a tying claim on the theory that
SAP unlawfully ties Signavio to support for users’ ERP migration.
Inc. v. MySpace, Inc., 304 F. App’x 554, 556–57 (9th Cir. 2008) (affirming dismissal on refusal-
to-deal grounds of claim challenging social media platform’s rule prohibiting users from linking
to competing social media platforms). And unlike in United States v. Google LLC, Celonis has
not plausibly alleged that SAP engaged in unlawful tying or exclusive dealing, and so has not
alleged a separate course of anticompetitive conduct. 2025 WL 1132012, at *43 (E.D. Va. Apr.
17, 2025).
False advertising. The false advertising claims are dismissed. First, these claims do not
satisfy Rule 9(b), which applies to Lanham Act false advertising claims (at least when such
claims are grounded in fraud), as well as to the FAL. See Bobbleheads.com, LLC v. Wright
Brothers, Inc., 259 F. Supp. 3d 1087, 1095 (S.D. Cal. 2017) (Lanham Act); Williams v. Apple,
Inc., 449 F. Supp. 3d 892, 911 (N.D. Cal. 2020) (FAL). For several of the alleged
misrepresentations, the complaint alleges only that SAP contacted an unnamed Celonis customer
“concerning noncompliance with the indirect static read exception.” The complaint includes
more detail about some alleged statements, but still does not identify their “actual recipient.”
Muldoon v. DePuy Orthodontics, 2025 WL 372108, at *3 (N.D. Cal. Feb. 3, 2025). Nor does it
specify the “titles and/or job responsibilities” of the employees “who purportedly made the
fraudulent representations.” UMG Recordings, Inc. v. Global Eagle Entertainment, 117 F. Supp.
3d 1092, 1108 (C.D. Cal. 2015).
Second, the claims fail because the complaint does not allege that the statements at issue
were “sufficiently disseminated to the relevant purchasing public.” Ariix, LLC v. NutriSearch
Corp., 985 F.3d 1107, 1121 (9th Cir. 2021). Because Celonis alleges only a “handful of private
statements,” and does not include any real detail about them, it has not plausibly alleged an
“organized campaign to penetrate the relevant market.” Realtek Semiconductor Corp. v.
MediaTek, Inc., 2025 WL 744038, at *16 (N.D. Cal. Mar. 7, 2025).
Finally, the FAL claim fails because the complaint does not allege that the targeted
statements were “made or disseminated” in or from California. See Cal. Bus. & Prof. Code
§ 17500; In re Toyota Motor Corp., 785 F. Supp. 2d 883, 917–18 (C.D. Cal. 2011).
UCL. The UCL claim fails because Celonis does not allege that SAP’s allegedly
wrongful conduct occurred in California or had effects on California residents. See Ice Cream
Distributors v. Dreyer’s Grand Ice Cream, 2010 WL 3619884, at *8 (N.D. Cal. Sep. 10, 2010).
Tortious interference. The motion is denied as to the claim for interference with
contractual relations and granted as to the claim for interference with prospective economic
advantage. Celonis alleges that SAP’s conduct has caused multiple Celonis customers to
consider not renewing their contracts (and instead switch to Signavio) and has required Celonis
to reassure those customers to prevent them from doing so. This is plausibly a disruption to
Celonis’s contractual relationships. So the claim for interference with contractual relations
survives.
But the claim for interference with prospective economic advantage fails because Celonis
does not adequately allege that the interference is independently wrongful. As discussed, the
only claim that survives is Celonis’s claim for interference with contractual relations. The
California Supreme Court has emphasized that the two torts—interference with contractual
relations and interference with prospective economic advantage—are distinct. See Ixchel
Pharma, LLC v. Biogen, Inc., 9 Cal. 5th 1130, 1142 (2020). The primary distinction is that
independent wrongfulness beyond the interfering act is an element of the latter but not of the
former. See id. So the fact that a plaintiff has stated a claim for interference with contractual
relations cannot satisfy the independent wrongfulness element of a claim for interference with
prospective economic advantage. To hold otherwise would in effect collapse the distinction
between the two, because any plaintiff who stated a claim for interference with contractual
relations would therefore be able to state a claim for interference with prospective economic
advantage. In line with this reasoning, one California Court of Appeal has held (albeit in an
unpublished opinion) that interference with contractual relations does not constitute “an
independent wrongful act for purposes of a separate claim for” interference with prospective
economic advantage. A. D’Angelo & Sons, Inc. v. Annex Group, 2016 WL 3397128, at *5 (Cal.
Ct. App. June 13, 2016).
Oe Ok
Discovery can move forward immediately on the claim for interference with contractual
relations. Dismissal is with leave to amend. Any amended complaint is due 21 days from this
order, with a response due 21 days after that. Alternatively, if discovery on the surviving claim
uncovers facts that would further support the claims that have been dismissed, Celonis can
always seek leave to add back the claims at that time.
IT IS SO ORDERED.
Dated: June 30, 2025 Koo.
VINCE CHHABRIA
United States District Judge