Doe v. Salesforce, Inc.

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JANE DOE (S.M.A.), ^[1]Plaintiff, v. SALESFORCE, INC., BACKPAGE.COM, LLC, and CARL FERRER, Defendants.

Civil Action No. 3:23-CV-0915-B

United States District Court, N.D. Texas, Dallas Division

March 28, 2024

MEMORANDUM OPINION AND ORDER

JANE J. BOYLE UNITED STATES DISTRICT JUDGE

Before the Court is Defendant Salesforce, Inc.'s (“Salesforce”) Motion to Dismiss (Doc. 25). For the reasons stated below, the Court GRANTS the Motion and DISMISSES Plaintiffs' claims against Salesforce WITHOUT PREJUDICE.

I. BACKGROUND

Plaintiffs are sex-trafficking victims. Doc. 30, Resp., 1. Plaintiffs claim that their individual traffickers advertised and sold them for sex on Defendant Backpage.com, LLC's (“Backpage”) online platform. Id. They further claim that Salesforce provided Backpage with the technology and services needed to expand Backpage's illicit business and evade detection from law enforcement. Id. Plaintiffs bring a cause of action under § 1595(a) of the Trafficking Victims Protection Reauthorization Act (“TVPRA”) against Backpage and its former CEO, Carl Ferrer, and Salesforce (collectively “Defendants”) for their role in Plaintiffs' trafficking. Id.

Backpage was an online marketplace used by sex traffickers to advertise and sell individuals, including Plaintiffs, for sex acts. Doc. 1, Compl., ¶¶ 6, 37-39. From 2013 to 2015, “Backpage earned over 99% of its revenue from adult ads, a substantial percentage of which came directly from on-line prostitution and sex trafficking.” Id. ¶ 9. Specifically, sex traffickers used Backpage to “post” particular victims for sale which enabled traffickers to “reach entirely new audiences[] [and] evade law enforcement.” Id. ¶¶ 36, 90, 102. Since 2008, “Backpage had been publicly identified by law enforcement, [the] United States Attorneys General, and every United States Governor as the biggest and most notorious sex trafficking and prostitution promoting website in the United States.” Id. ¶ 37.

In 2013, Backpage had difficulty scaling its operations “without operational support, marketing innovation, and guidance.” Id. ¶ 40. Backpage thus sought out a partner that could “assist the vision of its growth as the leader in online sex sales as well as concealing such activity including the moving of its operations offshore to evade law enforcement.” Id. Backpage allegedly found such a partner in Salesforce. Id. ¶ 41. Salesforce is a Delaware technology company that maintains its principal place of business in California. Id. ¶ 5. Salesforce sells cloud-based customer relationship management (“CRM”) software subscriptions to businesses throughout the United States; Salesforce's CRM software enables businesses “to input and manage their customer relationship data and use that data for sales, service, support, and marketing purposes.” Doc. 26, Mot. Dismiss Br., 5; see Doc. 1, Compl., ¶ 99.

From 2013 to 2018, Salesforce and Backpage entered into a series of contracts in Texas, which allegedly “made possible the exponential growth of Backpage's business, sex trafficking and the selling of sex.” Id. ¶ 41. Pursuant to those contracts, Salesforce assigned employees from its Texas-based office to “support, service, and provide tools to assist Backpage in running its business in Texas, from Salesforce's own Texas office.” Id. ¶ 16. Specifically, Salesforce's Texas-based representatives allegedly worked with Backpage to build out Backpage's CRM software in order “to promote, develop, and grow its internet based online selling of sex, sex trafficking, and compelled prostitution.” Id. ¶ 58. Plaintiffs further allege that “Salesforce personally assisted Backpage with the integration and migration of its data onto the Salesforce CRM technology platform.” Id. ¶ 54. Although the platform was created for Backpage's benefit, “Salesforce ultimately retained control, actively serviced the platform, and accessed Backpage's data.” Id. ¶ 52. Aside from the CRM platform, Salesforce also provided Backpage with access to Pardot, “a marketing automation solution,” which employs a “specialized algorithmic formula, [and] creates meaningful connections, generate more pipeline, and empower sales to close more deals.” Id. ¶ 55. Salesforce allegedly “provided and paid for implementation and build-out of Pardot for Backpage.” Id. ¶ 56.

Plaintiffs claim that they were trafficked through Backpage with the help of Salesforce's technology and services. According to Plaintiffs, Backpage used Salesforce's software to analyze “traffickers' and pimps' data across multiple sources and channels,” in order “to help Backpage understand the traffickers better and predict[] how they will feel and act so Backpage could prepare the most effective outreach.” Id. ¶ 99. In turn, Backpage used this information to generate targeted “campaigns to advertise and promote illegal prostitution.” Id. Thus, when “trafficker[s] paid money to Backpage to post ads selling” Plaintiffs for sex, Backpage utilized Salesforce's software to target those ads to specific consumers, which allegedly facilitated Plaintiffs' trafficking. Id. ¶ 90.

Lead Plaintiff S.M.A. initiated the present litigation against Defendants on May 1, 2023. See generally id. Lead Plaintiff asserts a claim under 18 U.S.C. § 1595 against each Defendant. See id. As pertinent to the present Order, Lead Plaintiff claims that Salesforce is liable under § 1595(a) because it knowingly benefited from its participation in a venture with Backpage that violated sex trafficking laws as to her. Id. ¶¶ 96-99. Lead Plaintiff further alleges that Salesforce knew or should have known that this venture engaged in violations of 18 U.S.C. § 1591. Id. On June 20, 2023, the Court consolidated Lead Plaintiff's case with over twenty substantially similar cases. Doc. 23, Mem. Op & Order.

On June 30, 2023, Salesforce filed the Motion to Dismiss (Doc. 25) presently before the Court. Salesforce argues that this case should be dismissed for three reasons. Doc. 26, Mot. Dismiss Br., 2-5. First, Salesforce argues that certain claims should be dismissed under Rule 12(b)(2) for lack of personal jurisdiction.^[2] Id. at 2. Second, Salesforce argues this case should be dismissed because Plaintiffs' claims cannot proceed under the Communications Decency Act (“CDA”). Id. at 2-3. Third, Salesforce argues that this case should be dismissed under Rule 12(b)(6) because Plaintiffs have failed to state a plausible claim for relief. Id. at 3-5. Salesforce's Motion is fully briefed and ripe for review. The Court considers it below.

II. LEGAL STANDARDS

A. Personal Jurisdiction

Under Rule 12(b)(2), a defendant may move to dismiss an action for lack of personal jurisdiction. When the defendant so moves, it is the plaintiff's burden to establish that personal jurisdiction is proper. Monkton Ins. Servs., Ltd. v. Ritter, 768 F.3d 429, 431 (5th Cir. 2014). “To satisfy that burden, the party seeking to invoke the court's jurisdiction must ‘present sufficient facts as to make out only a prima facie case supporting jurisdiction,' if a court rules on a motion without an evidentiary hearing” Nunes v. NBCUniversal Media, LLC, 582 F.Supp.3d 387, 394 (E.D. Tex. 2022) (quoting Alpine View Co. v. Atlas Copco AB, 205 F.3d 208, 215 (5th Cir. 2000)). The Court considers “affidavits, interrogatories, depositions, oral testimony, or any combination of the recognized methods of discovery” and resolves any factual conflict contained in the parties' submissions in the plaintiff's favor. Stuart v. Spademan, 772 F.2d 1185, 1192 (5th Cir. 1985); Cent. Freight Lines, Inc. v. APA Transp. Corp., 322 F.3d 376, 380 (5th Cir. 2003).

A district court's exercise of personal jurisdiction is only proper if “(1) the forum state's long-arm statute confers personal jurisdiction over [the] defendant; and (2) the exercise of personal jurisdiction comports with the Due Process Clause of the Fourteenth Amendment.” E. Concrete Materials, Inc. v. ACE Am. Ins. Co., 948 F.3d 289, 296 (5th Cir. 2020) (citations omitted); see Trois v. Apple Tree Auction Ctr., Inc., 882 F.3d 485, 488 (5th Cir. 2018). Here, Texas's long-arm statute authorizes the exercise of personal jurisdiction to the full extent permitted by the Due Process Clause. Id. As such, “the two-step inquiry collapses into one federal due process analysis.” Sangha v. Navig8 ShipManagement Priv. Ltd., 882 F.3d 96, 101 (5th Cir. 2018).

The federal Due Process analysis is twofold. First, the nonresident defendant must have purposefully availed itself of the benefits and protections of the forum state through “minimum contacts” such that it should reasonably anticipate being haled into court there. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474-75 (1985). Second, the exercise of jurisdiction over the defendant must “not offend traditional notions of fair play and substantial justice.” Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (internal quotation marks omitted).

B. 12(b)(6) Pleading Standard

Under Federal Rule of Civil Procedure 8(a)(2), a complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Rule 12(b)(6) authorizes dismissal of a plaintiff's complaint for “failure to state a claim upon which relief can be granted.” FED. R. CIV. P. 12(b)(6). In considering a Rule 12(b)(6) motion to dismiss, “[t]he court accepts all well-pleaded facts as true, viewing them in the light most favorable to the plaintiff.” In re Katrina Canal Breaches Litig., 495 F.3d 191, 205 (5th Cir. 2007) (citation omitted). But the court will “not look beyond the face of the pleadings to determine whether relief should be granted based on the alleged facts.” Spivey v. Robertson, 197 F.3d 772, 774 (5th Cir. 1999).

To survive a motion to dismiss, a...