Celonis SE v. SAP SE

Background

Celonis brought claims against SAP concerning SAP’s rules and practices for extracting data from SAP enterprise-resource-planning applications, including claims involving SAP’s Signavio product. The opinion states that related litigation was pending in Germany, but it does not describe that litigation in detail.

Comity and forum non conveniens

The court held that neither international comity nor forum non conveniens barred the case. Although some conduct might be addressed in the German litigation, the court found that this case concerned the legality of SAP’s conduct under U.S. antitrust law and the effects on U.S. consumers and competitors, including Celonis’s U.S. subsidiary. The court concluded that the United States had a strong interest and that Germany was an inadequate forum for resolving those issues.

Antitrust claims

The court dismissed the tying claims. It found that the complaint did not adequately explain how SAP tied Signavio to access to enterprise-resource-planning data, or how Celonis was negatively tied to that access. The complaint alleged that SAP’s restrictions on certain data extractors practically forced customers to use Signavio rather than Celonis, but it also alleged that customers could use non-ODP-based extractors and that Celonis’s extractor was not ODP-based. The court also rejected Celonis’s reliance on SAP’s Clean Core Policy because Celonis identified data access—not migration support—as the tying product. According to the complaint, users could still access their data and choose Celonis for process mining, even if they might lose support for an enterprise-resource-planning migration. The court expressly stated that it was not deciding whether Celonis could state a tying claim based on a theory that SAP tied Signavio to migration support.

The court dismissed the bundling and predatory-pricing claims because the complaint did not provide enough detail about SAP’s prices, promotional bundles, or costs to plausibly allege below-cost pricing. The court also dismissed the monopolization and attempted-monopolization claims because Celonis had not alleged anticompetitive conduct in sufficient detail. The court characterized the core allegation as SAP refusing to allow Celonis and its customers to extract customer data using Celonis’s preferred methods, and held that SAP had no obligation to let competitors access its databases in the way they preferred. The court further concluded that the complaint did not plausibly allege unlawful tying, exclusive dealing, or another separate course of anticompetitive conduct.

False advertising and unfair competition claims

The court dismissed the false-advertising claims. It held that the complaint did not satisfy Rule 9(b), which requires fraud-based claims to be pleaded with particularity. For some alleged misrepresentations, the complaint identified only an unnamed Celonis customer; for others, it did not identify the actual recipient or the titles or job responsibilities of the employees who allegedly made the statements. The court also held that the complaint did not allege that the statements were sufficiently disseminated to the relevant purchasing public, because it described only a handful of private statements and lacked enough detail to show an organized campaign reaching the market.

The court separately held that the California False Advertising Law claim failed because the complaint did not allege that the statements were made or disseminated in or from California. The California Unfair Competition Law claim failed because Celonis did not allege that SAP’s allegedly wrongful conduct occurred in California or affected California residents.

Tortious-interference claims

The court denied the motion as to Celonis’s claim for interference with contractual relations. Celonis alleged that SAP’s conduct caused multiple Celonis customers to consider not renewing their contracts and switching to Signavio, and that Celonis had to reassure those customers to prevent them from doing so. The court held that these allegations plausibly described disruption of Celonis’s contractual relationships.

The court granted the motion as to Celonis’s claim for interference with prospective economic advantage. It held that Celonis had not adequately alleged the required independently wrongful conduct. The court explained that interference with contractual relations and interference with prospective economic advantage are distinct torts, and that stating the contractual-interference claim could not itself satisfy the independent-wrongfulness requirement for the prospective-economic-advantage claim.

Disposition

The court granted in part and denied in part SAP’s motion to dismiss. Discovery may move forward immediately on the surviving contractual-interference claim. The dismissal is with leave to amend, and any amended complaint is due 21 days after the order, with a response due 21 days afterward. The court also stated that Celonis could seek permission to add back dismissed claims if discovery on the surviving claim uncovered facts supporting them.