Woodfield v. Twitter, Inc. et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
CHRIS WOODFIELD, ON BEHALF
OF HIMSELF AND ALL OTHERS
SIMILARLY SITUATED,
Plaintiffs,
v.
TWITTER, INC., X CORP., X
HOLDINGS I, INC., X HOLDING
CORP., and ELON MUSK,
Defendants.
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C.A. No. 1:23-cv-00780-TMH
MEMORANDUM OPINION
Akiva 	Cohen, 	Dylan 	M. 	Schmeyer, 	Michael 	D. 	Dunford, 	Lane 	A. 	Haygood,
K AMERMAN , UNCYK , SONIKER & K LEIN P.C., New 	York, 	New 	York; 	Joseph 	L.
Christenson, CHRISTENSEN LAW LLC, Wilmington, DE — Attorneys for Plaintiffs.
Eric Meckley, MORGAN , LEWIS & BOCKIUS LLP, San Francisco, California; T. Cullen
Wallace, 	MORGAN , LEWIS & BOCKIUS LLP, Houston, 	Texas; 	Jody 	C. 	Barillare,
M ORGAN , LEWIS & BOCKIUS LLP, Wilmington, Delaware — Attorneys for Defendants.
January 20, 2026
Wilmington, DE
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HUGHES, UNITED STATES CIRCUIT JUDGE, SITTING BY DESIGNATION:
On July 18, 2023, plaintiff Chris Woodfield filed a class action complaint
against various defendants, including Twitter, Inc.; X Corp.; X Holdings I, Inc.;
X Holding Corp.; and Elon Musk. Pending is defendant Elon Musk’s motion to dismiss
all claims asserted against him in his individual capacity pursuant to Federal Rule
of Civil Procedure 12(b)(6). 1 (D.I. 20 (renewed at D.I. 53)). This court has jurisdiction
pursuant to 28 U.S.C. §§ 1331 and 1367. The motion is fully briefed and ripe for
disposition. (D.I. 21; D.I. 32; D.I. 41). For the following reasons, the motion is granted.
I. 	BACKGROUND
Chris Woodfield is a former long-time Twitter employee and resident of
Washington state.2 	(D.I. 1 ¶¶ 33, 37–38). He was employed by Twitter twice—most
recently from May 2020 through his termination in January 2023. (D.I. 1 ¶¶ 38–39).
Defendant X Corp. is a Nevada corporation created from the merger of Twitter and
X Holdings I (the Twitter Merger)—both Delaware corporations. (D.I. 1 ¶¶ 34–35).
Defendant Elon Musk is a Texas resident. (D.I. 1 ¶ 36).
The complaint is a putative class action alleging nine claims against various
combinations of defendants, all arising out of employee layoffs following the Twitter
1 	Mr. Musk 	initially 	sought 	dismissal 	under 	both 	Federal 	Rule 	of 	Civil
Procedure 12(b)(2) and 12(b)(6). (D.I. 20). But Mr. Musk has withdrawn the motion
as it relates to Rule 12(b)(2). (D.I. 40).
2 All facts are from the complaint, which the court accepts as true in deciding
Mr. Musk’s motion to dismiss. (See D.I. 1); see also Fowler v. UPMC Shadyside,
578 F.3d 203, 206, 210 (3d Cir. 2009).
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Merger in April 2022. (See generally D.I. 1). Counts VI (fraud) and IX (wage theft)
(together, the Asserted Claims) are the only claims asserted against Mr. Musk
individually3 and are the sole subject of this opinion. (See generally D.I. 1). The
complaint mirrors in relevant part the complaint in Arnold v. X Corp., also before this
court, which asserted nearly identical fraud and wage theft claims against Mr. Musk
based on the same underlying facts. See Amended Complaint, Arnold v. X Corp.,
No. 23-cv-00528 (D. Del. June 16, 2023) (D.I. 10) (Arnold Compl.). And this court
dismissed all claims against Mr. Musk in Arnold on September 29, 2025. See Arnold
v. X Corp., No. 23-cv-00528, 2025 WL 2769484, at *1 (D. Del. Sept. 29, 2025).
II. 	LEGAL STANDARD
To survive a motion to dismiss, “a complaint must contain sufficient factual
matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly,
550 U.S. 544, 570 (2007)). Mere labels, conclusions, or a “formulaic recitation of the
elements of a cause of action” are not enough. Twombly, 550 U.S. at 555. Rather, a
“claim has facial plausibility when the plaintiff pleads factual content that allows the
3 Counts I–VI and IX specifically identify the applicable defendant(s) and only
Counts VI and IX (fraud and wage theft) name Mr. Musk. (Compare D.I. 1 at 26
(“against 	Twitter 	and 	X Holdings I”), 	with 	D.I. 1 	at 36 	(“[a]gainst 	Twitter,
X Holdings I, and Musk”)). While Counts VII and VIII do not specify a defendant in
the heading, they refer solely to Twitter “ha[ving] violated” the law, and neither refers
to Mr. Musk in any capacity. 	(D.I. 1 ¶ 299; see also D.I. 1 ¶ 287 (“As a result of
Twitter’s violation of the WARN Act . . . .”); D.I. 1 ¶¶ 277–99). Thus, the court
construes the complaint to assert only Counts VI and IX against Mr. Musk.
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court to draw the reasonable inference that the defendant is liable for the misconduct
alleged.” Iqbal, 556 U.S. at 678.
Fraud claims are subject to an independent and higher pleading standard
under 	Rule 9(b), 	which 	requires 	plaintiffs 	“state 	with 	particularity” 	the
“circumstances constituting fraud.” Fed. R. Civ. P. 9(b); see also In re Rockefeller Ctr.
Props., Inc. Sec. Litig., 311 F.3d 198, 216 (3d Cir. 2002). This includes the “‘who, what,
when, where and how’ of the events at issue.” In re Rockefeller, 311 F.3d at 217
(citation omitted).
III. 	DISCUSSION
The Asserted Claims in this case are nearly identical to claims asserted against
Mr. Musk in Arnold v. X Corp., No. 23-cv-00528. (Compare D.I. 1 ¶¶ 259–76, 300–07,
with Arnold Compl. ¶¶ 353–69, 412–20). Although different plaintiffs are named in
each action, the events giving rise to the claims against Mr. Musk are identical, the
factual allegations in the complaints overlap significantly, and the grounds for
piercing the corporate veil to hold Mr. Musk personally liable are a near word-for-
word match. Both suits were brought by the same counsel and were filed within
months of each other. As discussed below, there are no significant substantive
differences between the relevant claims in the two matters and this court adopts in
full the relevant reasoning set forth in its September 29, 2025, decision in Arnold. See
generally Arnold, 2025 WL 2769484.
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A. Derivative Liability
Mr. Woodfield’s 	complaint 	includes 	a 	section 	entitled 	“Veil 	Piercing
Allegations,” which is materially identical to the Arnold complaint’s “Allegations
Relating to Piercing the Corporate Veil.” (Compare D.I. 1 ¶¶ 170–88, with Arnold
Compl. ¶¶ 293–312). It claims Mr. Musk can be held “personally liable for any
amounts awarded on the claims alleged herein.” (D.I. 1 ¶ 188). As in Arnold, the
parties here contest whether veil piercing has been adequately pled. Mr. Woodfield’s
brief recycles the same veil piercing arguments found in the Arnold plaintiffs’
briefing, adding minimally to its choice of law authorities. (Compare D.I. 32 at 10–14,
with Plaintiff’s Memorandum of Law in Opposition to Elon Musk’s Motion to Dismiss
at 16–18, Arnold, No. 23-cv-00528 (D.I. 25) (Arnold Opp.)). Because we agree with
Mr. Woodfield (and the Arnold plaintiffs) that there is “no significant conflict between
Delaware and California veil-piercing law,” the outcome is the same under either
state’s law, and Mr. Woodfield’s additional choice of law arguments are immaterial
to our conclusions. (See D.I. 32 at 10; Arnold Opp. at 16). For the same reasons as
outlined in Arnold, this court concludes Mr. Woodfield has not plausibly alleged
Mr. Musk is the alter ego of any of the corporate defendants. See Arnold, 2025 WL
2769484, at *4–7. Thus, to the extent Mr. Woodfield’s fraud or wage theft claims
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against Mr. Musk are based on a derivative liability theory, they are dismissed
without prejudice pursuant to Rule 12(b)(6).4
B. Individual Liability
1. 	Fraud
Mr. Woodfield’s complaint asserts a common law fraud claim. D.I. 1 at 32
(Count VI). It too has a similar counterpart in Arnold. (Compare D.I. 1 ¶¶ 259–76,
with Arnold Compl. ¶¶ 353–69). While many of Mr. Woodfield’s fraud claims are
identical to those in Arnold (and are dismissed for the same reasons), he does offer
slightly more: he asserts “on information and belief” that Mr. Musk ratified the
Merger Agreement, never intended the Merger Agreement to provide the protections
Twitter claimed, and personally approved many of Twitter’s related communications
under the belief the Merger Agreement did not actually offer the protections to
employees that were described. (D.I. 1 ¶¶ 263–67). But these allegations are either
contradicted by the text of the Merger Agreement or are conclusory and devoid of the
specific facts required to meet Rule 9’s heightened pleading standard. See Arnold,
2025 WL 2769484, at *7–8. Mr. Musk is not a party to the relevant portion of the
Merger agreement, (see D.I. 22-1 at 16), and Mr. Woodfield does not plead any
concrete 	facts 	to 	support 	his 	claim 	that 	Mr. Musk 	had 	anything 	to 	do 	with
Section 6.9’s 	purported 	promise 	regarding 	severance 	benefits 	or 	any 	related
4 If the complaint is construed to assert claims other than fraud and wage theft
against Mr. Musk under a derivative liability theory, see generally supra note 3, they
too would be dismissed for failure to plead a viable derivative liability theory.
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communications, (see D.I. 1 ¶¶ 259–76). Mr. Woodfield’s complaint falls short of the
requirement to plead fraud with particularity. See In re Rockefeller, 311 F.3d at 217.
For 	the 	reasons 	above 	and 	those 	outlined 	in 	Arnold, 	this 	court 	concludes
Mr. Woodfield has not met Rule 9(b)’s heightened pleading standard. Count VI
against Mr. Musk is dismissed without prejudice.
2. 	Wage Theft
Mr. Woodfield brings wage theft claims against Mr. Musk under Washington
and California law. (See D.I. 1 ¶¶ 300–07). Both states allow individuals to be
personally liable for wage theft where they exercise some level of control over, or are
personally involved in, the relevant business activities. See Usher v. White, 64 Cal.
App. 5th 883, 886 (2021) (allowing individual liability where there is personal
involvement or sufficient participation in relevant activities of the employer “such
that [the individual] may be deemed to have contributed to, and thus have caused
such violations”); Allen v. Dameron, 187 Wash. 2d 692, 708 (2017) (en banc) (requiring
claimant show individual is “an officer, vice principal, or agent of [their] employer
who has control over the payment of wages”); see also Failla v. FixtureOne Corp.,
181 Wash. 2d 642, 656 (2014) (en banc) (finding individual liability where defendant
interviewed 	plaintiff, 	hired 	her, 	unilaterally 	promoted 	her, 	and 	ordered 	her
compensation increased).
Mr. Musk argues that Mr. Woodfield fails to plead individual liability because
the complaint does not make any concrete factual allegations of misconduct by
Mr. Musk. (D.I. 21 at 12; see also D.I. 41 at 8–10). Mr. Woodfield responds that there
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“are allegations of Musk’s direct involvement in the wage theft,” that he has “pleaded
both that Musk exercised general and pervasive control over Twitter’s operations,”
and “that the particular non-payment policies were adopted at Musk’s direction.”
(D.I. 32 at 19). This court has already considered substantively identical arguments
in Arnold under California and New York law. See Arnold, 2025 WL 2769484, at *9.
And the assertion of Washington law here does not change our conclusion. For the
same reasons as outlined in this court’s decision in Arnold, and because California
and Washington both require some level of personal control or involvement to find
individual liability, we conclude Mr. Woodfield’s allegations are conclusory and do not
demonstrate the control required for Mr. Musk to be liable under Washington or
California law.
IV. 	CONCLUSION
We have considered the remaining arguments raised by the parties’ briefs and
find them unpersuasive. For the reasons discussed above, we adopt the relevant
portions of our September 29, 2025, decision in Arnold and dismiss all claims against
Mr. Musk without prejudice. Defendant Musk’s motion to dismiss is GRANTED.
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