Twitter sued billionaire Elon Musk on Tuesday over his abandoned $44 billion takeover offer.
Lawyers for Twitter told a Delaware judge that the world’s richest man failed to honour his agreement to pay $54.20 a share for the social-media platform.
Mr Musk abandoned the deal on Friday, saying it was partly because of the number of fake accounts among users.
Twitter chairman Bret Taylor said last week that the company planned to pursue legal action against Mr Musk, and in a letter released on Monday, its lawyers called the deal termination “invalid and wrongful".
The filing sets up what will be a closely watched court battle between the Tesla co-founder and Twitter, a communications tool the billionaire favours, but through which his posts have previously put him in legal trouble.
Mr Musk backed out of the deal to buy the platform on July 8, saying in a regulatory filing that the company has made “misleading representations” over the number of so-called spam bots on the service.
Twitter has not “complied with its contractual obligations” to provide information about how to assess how prevalent the bots are on the social medial service, Mr Musk said in a letter to Twitter that was included in the filing.
He said Twitter had failed to operate its normal course of business. The company instituted a hiring freeze, fired senior leaders and had other major departures.
“The company has not received parent’s consent for changes in the conduct of its business, including for the specific changes listed above,” Mr Musk said in the letter, calling it a “material breach” of the merger deal.
His deal with Twitter had included a provision that if it fell apart, the party breaking the agreement would pay a termination fee of $1bn under certain circumstances.
Legal experts have debated whether the conflict over spam bots is enough to allow Mr Musk to walk away from the deal.
But the merger agreement also includes a specific performance provision that allows Twitter to force Mr Musk to go ahead with the deal.
Twitter must prove it did not breach the buyout agreement terms and that he broke the deal by pulling out.
The company hired merger law heavyweight Wachtell, Lipton, Rosen and Katz to represent it in the fight.
