Shopify Inc. v. Shopline Technology Holdings PTE. LTD.

Background

Shopify Inc. sued Shopline Technology Holdings PTE. LTD., Shopline US, INC., and SINOXPRESS INC. doing business as FOSTERRY.COM. Shopify alleged that Shopline copied the HTML code used in Shopify’s “Dawn” website theme to create Shopline’s “Seed” theme. Shopify alleged that the Seed theme was provided to customers, including Fosterry, which Shopify identified as a New York corporation using Seed for its online store.

Shopify alleged two claims: direct copyright infringement and contributory copyright infringement. Shopify said it registered the HTML code for three versions of Dawn with the United States Copyright Office in April 2024. The complaint included a comparison of six lines of code from Dawn and Seed, while also alleging that Shopline copied the HTML code in full.

Motions to Dismiss

Shopline Technology moved to dismiss under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction. Personal jurisdiction is the court’s authority over a particular defendant. Shopline Technology argued that it had no relevant contacts with New York and that Shopline US’s contacts could not be attributed to it. Shopify agreed that it was not relying on Shopline US’s contacts to establish jurisdiction over Shopline Technology.

Shopline US moved to dismiss under Rule 12(b)(6) for failure to state a claim. That rule tests whether the complaint alleges enough facts to make a legally valid claim. Shopline US argued that Shopify needed to identify every copied portion of the code, that any copying was too minor to be legally actionable, and that the allegedly infringing code might have been created before Shopify registered its copyright.

Personal Jurisdiction over Shopline Technology

The court applied New York’s long-arm statute and federal due-process principles. At the motion-to-dismiss stage, Shopify needed only to make a preliminary showing that jurisdiction existed, and the court was required to view the allegations and supporting materials in Shopify’s favor when resolving factual uncertainty.

The court found Shopify’s allegations sufficient to show that Shopline transacted business in New York. Shopify alleged that Shopline provided its online services and the Seed theme to Fosterry, a New York corporation. The court also found an adequate connection between that transaction and Shopify’s copyright claims because Shopify alleged that the product provided to Fosterry contained the copyrighted material.

The court rejected Shopline Technology’s argument that Shopify’s references to the defendants collectively as “Shopline” made the jurisdictional allegations inadequate. It found that Shopify alleged that both Shopline Technology and Shopline US participated in copying and distributing the code. The court also considered competing information about Shopline Technology’s role and resolved the resulting inferences in Shopify’s favor. It held that Shopify made the required preliminary showing of personal jurisdiction and denied Shopline Technology’s motion.

Copyright Claims Against Shopline US

The court stated that a copyright-infringement claim requires allegations that the defendant copied the copyrighted work and that the copying was illegal because the defendant’s work was substantially similar to protectable parts of the plaintiff’s work.

The court found Shopify’s allegations sufficient. Shopify alleged that Shopline made an unauthorized copy of Dawn, translated that copy into another programming language, and made largely cosmetic changes. Shopify also provided a code comparison showing similar elements and values.

The court rejected Shopline US’s argument that Shopify had to identify every copied line of code. Because Shopify alleged that the entire HTML work was copied, the court found that a line-by-line comparison of more than 100,000 lines was unnecessary and impracticable at the pleading stage. For the same reason, the court rejected Shopline US’s argument that the alleged copying was too minor to be actionable.

The court also held that the alleged timing issue did not justify dismissal. Shopify alleged that the first and seventh versions of Dawn were registered before Seed was created. The court said Shopline US could raise its argument about the creation date later, but that issue was not appropriate for resolution on a motion to dismiss. Because the court found that Shopify adequately pleaded direct infringement, it also found that Shopify adequately pleaded contributory infringement, which was challenged only on the ground that the direct-infringement claim failed.

Ruling and Next Steps

The court denied Shopline Technology’s motion to dismiss for lack of personal jurisdiction. It also denied Shopline US’s motion to dismiss for failure to state a claim. The Clerk was directed to terminate the two pending motions, and Shopline Technology and Shopline US were ordered to answer the complaint by October 21, 2025. The opinion does not decide whether copyright infringement ultimately occurred; it decides only that the claims could proceed past these motions to dismiss.