Twitter Inc. today filed a lawsuit against Elon Musk to force him to follow through on the original deal to acquire the microblogging company.

The lawsuit, filed in the Court of Chancery of the State of Delaware, alleges that Musk (pictured) refuses to honor his obligations to Twitter and its stockholders “because the deal he signed no longer serves his personal interests.”

“Having mounted a public spectacle to put Twitter in play and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value and walk away,” Twitter states in the lawsuit.

Twitter further claims that Musk’s refutation of the deal follows a “long lust of material contractual breaches by Musk that have cast a pall over Twitter and its business. Twitter brings this action to enjoin Musk from further breaches, to compel Musk to fulfill his legal obligations and to compel consumption of the merger upon satisfaction of the few outstanding conditions,” the lawsuit says.

Musk responded to the news by tweeting “oh the irony lol.”

That Twitter has sued Musk comes as no surprise, since the company threatened to do so recently as yesterday. Musk responded to those threats with a meme of him laughing and mocking Twitter, noting that Twitter will be forced to disclose information relating to the company in any court case.

Musk first offered to acquire Twitter in April, initially for $43 billion. The deal then grew to $44 billion later the same month. Although there was some question around financing, the deal initially seemed to be going ahead, but then the issue of spam bots became central to proceeding.

Musk first raised the issue around spam accounts on Twitter on May 13. Musk wrote at the time that he was putting the “Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users.” At a conference on May 16, Musk again raised his concern, saying that the number of fake accounts or spam bots that plague the platform could affect how much money he’s willing to spend on buying Twitter.

After Musk accused Twitter of being in “clear material breach” of the acquisition agreement on June 6 for not providing data on spam accounts, the company agreed to give Musk access to a “firehose” data stream on June 8. Musk’s team then claimed that the firehouse data provided by Twitter did not provide enough information to evaluate Twitter’s prospects as a business, leading to Musk terminating the deal on July 7.

With Twitter now taking Musk to court to enforce the original deal, the potential outcome of the lawsuit is unpredictable. CNBC reported that legal experts say that a judge could force Musk to complete the deal or pay a $1 billion breakup fee. Other scenarios include a settlement, renegotiation of the purchase price or even Musk walking away without paying anything.

Photo: JD Lasica

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