Shared Partnership v. Meta Platforms, Inc.

Background

Shared, described as an online content publisher, bought Facebook advertising from Meta and was removed from Facebook in October 2020. Shared based its remaining claims on Meta’s “Edit Your Ad” provision, which said that when an advertisement was rejected, Meta would send an email explaining why and that the advertiser could use the information to edit the advertisement and create a compliant one.

Shared alleged that these statements fraudulently induced it to enter contracts to purchase Meta’s self-serve advertising services. Shared also sought restitution under California’s Unfair Competition Law, claiming Meta unfairly misrepresented its willingness or ability to provide the promised rejection information. The court stated that Shared’s breach-of-contract claims had been dismissed by agreement in March 2025. The order refers to the claims before it as three claims for relief, while its background discussion describes the remaining causes of action as fraudulent-inducement and Unfair Competition Law claims.

Meta’s motion for summary judgment

The court granted Meta’s motion for summary judgment on all three claims. Summary judgment is a judgment entered without a trial when the record shows no genuine dispute over a fact that could affect the outcome and the moving party is entitled to judgment under the law.

The court rejected Meta’s argument that Shared clearly waived its claims by continuing to buy advertisements. It concluded that the purchases were governed by a single contract, rather than a new contract that reaffirmed an earlier allegedly fraudulent agreement, and that Meta had not shown by clear and convincing evidence that Shared actually knew of the fraud.

The court also found genuine factual disputes about what the Edit Your Ad provision meant and whether Shared relied on it. The parties disagreed about the meaning of “details” and whether the word “can” promised a way to create a compliant advertisement or merely described a possibility. Shared also presented evidence, including deposition testimony from an executive, supporting its claimed reliance. The court therefore held that summary judgment was not warranted on the merits of the claims based on these arguments.

Statutes of limitations

The court nevertheless held that all three claims were untimely. Shared filed its first complaint in April 2022. The court stated that the Unfair Competition Law generally provides a four-year limitations period, while the relevant period for fraudulent inducement is three years. It concluded that Shared was on “inquiry notice”—meaning it had facts that should have prompted a reasonable investigation of possible wrongdoing—before April 2018.

The court relied on evidence that Shared had received many rejection emails in 2016 that allegedly lacked the promised explanations, and on testimony that Shared understood that information was missing. It also cited Shared’s admission that it could have suspected wrongdoing by July 2017. Before April 2018, Meta had rejected more than 9,200 of Shared’s advertisements, and Shared produced more than 1,800 rejection emails that it contended were inadequate. The court concluded that the number and consistency of the alleged deficient rejections gave Shared reasonable cause to suspect wrongdoing.

The court rejected Shared’s argument that the claims accrued only when Shared suspected intentional fraud in October 2020. It held that inquiry notice did not require Shared to suspect every element of a fraud claim or to distinguish between a contract breach and misrepresentation. The court also rejected Shared’s arguments based on continuous accrual and the discovery rule. It concluded that the purchases were governed by a single contract, that Shared had not shown it was induced to buy individual advertisements after the limitations periods based on continuing misrepresentations, and that Shared had not shown diligent investigation during the relevant period would have failed to reveal the basis for its claims.

Unfair Competition Law remedy

The court separately held that Meta was entitled to summary judgment on Shared’s Unfair Competition Law claim because Shared’s requested restitution was too speculative and was not a legally available remedy on the evidence presented. The court stated that Unfair Competition Law remedies are generally limited to injunctions and restitution—returning money obtained through the unfair practice to the people from whom it was taken—not compensatory damages for a plaintiff’s own losses.

Shared sought reimbursement for office expenses, development expenses, and money spent on advertisements that were approved and run. Shared acknowledged that the first two categories were compensatory damages sought under its fraudulent-inducement claims. For the advertising expenditures, Shared relied primarily on testimony from its chief executive, Jordan Nabigon, estimating that Shared would have spent 80 percent less if it had known Meta would not meet its obligations. The court found that estimate insufficiently supported and concluded that Shared had not shown a sufficient connection between the alleged violation and the requested restitution.

Shared’s partial-summary-judgment motion

Shared sought partial summary judgment on whether Meta intended to defraud Shared. The court denied the motion as moot and on the merits. It was moot because the court granted Meta summary judgment on Shared’s claims. The court also held that factual disputes prevented judgment for Shared on Meta’s intent, including disputes about the meaning of the advertising-policy language, the significance of Meta’s evidence about rejected advertisements, and whether Meta knowingly misrepresented what it could provide.

The court further rejected Shared’s attempt to use issue preclusion, a rule that can prevent relitigating an issue decided in an earlier proceeding, based on an arbitrator’s finding in a different advertiser’s arbitration. It concluded that applying the finding would be unfair because the earlier arbitration used expedited procedures and did not provide a full opportunity to litigate an issue central to this case.

Expert testimony and sealing motions

Shared and Meta each filed three motions to exclude the opposing side’s expert testimony. Because summary judgment resolved the claims, the court denied all six motions as moot.

The court denied several motions to seal, including requests concerning Shared’s summary-judgment motion, opposition, and reply, and directed Shared to file unredacted versions of those documents publicly. The court granted sealing only for materials related to the now-moot expert-testimony motions, based on Meta’s showing that public disclosure could harm its competitive position and the limited public interest in those materials after the expert motions became moot. The order states that the remaining sealing motions were denied or granted as described there.