Antitrust Law Daily Wrap Up, ANTITRUST—N.D. Cal.: LyricFind’s suit against Musixmatch over alleged ‘buy-or-bury’ scheme remains on track, (Sep 4, 2025)

By Martin A. Steinberg, J.D.

Musixmatch and its private equity owner allegedly orchestrated a scheme using failed acquisition talks, leaked confidential data, and exclusive deals with Warner Chappell to foreclose rivals and cement Musixmatch’s monopoly in lyric rights and data services.

The federal district court in San Francisco mostly denied the motions to dismiss LyricFind, Inc.'s antitrust suit filed against Musixmatch S.p.A. and its private equity owner, TPG Global, LLC. LyricFind alleges that Musixmatch, backed by its private equity owner TPG. Plaintiff accuses the defendants of executing a four-part “buy-or-bury” scheme designed to eliminate competition and cement its monopoly over lyric rights licensing and lyric data services used by major digital streaming platforms. The complaint detailed TPG’s failed attempt to acquire LyricFind, the alleged misuse of confidential information to disrupt LyricFind’s negotiations with Spotify, and Musixmatch’s subsequent exclusive agreement with Warner Chappell Music, foreclosing LyricFind from servicing a significant portion of top-streamed songs. The court denied Musixmatch’s motion to dismiss for lack of personal jurisdiction, finding the alleged conduct targeted U.S. markets, and granted in part and denied in part both defendants’ Rule 12(b)(6) motions, allowing the core Sherman Act monopolization and conspiracy claims to proceed while dismissing specific ancillary claims. The court also granted in part and denied in part TPG’s motion to dismiss, rejecting dismissal of LyricFind’s antitrust claims because the complaint plausibly alleged TPG independently participated in the “buy-or-bury” scheme, while granting dismissal only as to specific ancillary claims (LyricFind, Inc. v. Musixmatch, S.p.A., No. 3:25-cv-02265-JSC (N.D. Cal. Sept. 3, 2025)).

Background. LyricFind and Musixmatch are the two dominant competitors in the relevant markets, both serving digital streaming platforms (DSPs) like Spotify and YouTube Music. LyricFind and Musixmatch had long competed on quality and price, but when Musixmatch’s crucial Spotify contract was set to expire in 2024, LyricFind entered negotiations to replace it as Spotify’s provider. Fearing the loss of Spotify and other major DSP clients, Musixmatch and TPG allegedly devised a four-part “buy-or-bury” strategy aimed at excluding LyricFind and preserving Musixmatch’s monopoly power and inflated pricing.

LyricFind contends the scheme included TPG’s failed acquisition attempt, misuse of confidential information obtained during those negotiations, and Musixmatch’s subsequent exclusive licensing agreement with Warner Chappell Music that foreclosed a large portion of the most popular songs from LyricFind’s services. According to LyricFind, Musixmatch’s exclusive deal with Warner Chappell effectively eliminated competition for around 30% of global music streams and roughly 60% of the top 100 songs, forcing DSPs into Musixmatch’s bundled services.

LyricFind filed its lawsuit on March 5, 2025, initially moving to file portions of its complaint under seal because they contained confidential business strategies and negotiations. The court denied that sealing motion as overbroad, and on May 30, 2025, LyricFind filed an entirely unredacted operative complaint. The complaint asserts thirteen causes of action, including Sherman Act monopolization, attempted monopolization, conspiracy to monopolize, monopoly leveraging, Clayton Act violations, California’s Cartwright Act, unfair competition law, interference with prospective economic advantage (intentional and negligent), and breach of contract. Musixmatch is the sole defendant for the monopolization-related claims, while the remaining claims are alleged against both Musixmatch and TPG. Musixmatch and TPG each moved to dismiss.

Musixmatch’s motion to dismiss for lack of jurisdiction. The court first addressed Musixmatch’s Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction. Balancing the factors, the court concluded Musixmatch had not made a compelling case that jurisdiction in the U.S. was unreasonable. Accordingly, it denied Musixmatch’s motion to dismiss for lack of personal jurisdiction, holding that Musixmatch purposefully directed and availed itself of the U.S. market, and that LyricFind’s claims arose from those contacts. Because Musixmatch, an Italian company headquartered in Bologna, was not “essentially at home” in California and therefore not subject to general jurisdiction, the question was whether Musixmatch’s conduct supported the exercise of specific jurisdiction in the U.S. under the Clayton Act’s nationwide service provision.

The court found that LyricFind adequately alleged purposeful direction toward the U.S. market. Central to this finding was Musixmatch’s exclusive licensing deal with Warner Chappell Music (WCM), which covered works controlled by WCM’s U.S. affiliate and impacted major U.S.-based digital streaming platforms (DSPs). LyricFind’s CEO provided sworn statements that the agreement affected U.S.-controlled songs and that its competitive harm would be felt in the U.S. Musixmatch offered no contrary evidence, and the court held that the deal’s intended and foreseeable impact in the U.S. satisfied purposeful direction. The court also credited allegations that Musixmatch advertised a San Francisco office on its website, alongside Bologna and London, even if the company later removed that reference. By holding itself out as having a U.S. presence, Musixmatch purposefully availed itself of U.S. business opportunities.

The claims also arose directly from this U.S.-focused conduct. The alleged anticompetitive harm to LyricFind stemmed from Musixmatch’s exclusive arrangement with WCM, and without that agreement, the suit would not exist. This provided the requisite causal nexus for specific jurisdiction. The court then weighed reasonableness factors, considering whether exercising jurisdiction would be fair. It acknowledged some burden on Musixmatch as a foreign defendant and the potential for conflicts of law with Italy and the UK. Still, it noted that Musixmatch’s targeted U.S. conduct, the strong U.S. interest in enforcing antitrust laws, and the reality that modern communications minimize inconvenience all weighed in favor of jurisdiction.

Musixmatch’s and TPG’s 12(B)(6) motions to dismiss. The court granted in part and denied in part Musixmatch’s and TPG’s 12(b)(6) motions to dismiss. The court granted dismissal as to Causes of Action Four, Seven, Eight, Twelve, and Thirteen with leave to amend, and otherwise denied the motions.

Musixmatch’s antitrust claims. The court concluded that LyricFind plausibly alleged exclusionary conduct, monopoly power, and resulting harm in the relevant markets. Accordingly, the court denied dismissal of the Sherman Act monopolization, attempted monopolization, conspiracy, and monopoly leveraging claims, while granting dismissal of the Clayton Act § 3 claim.

Antitrust standing and injury. LyricFind alleged that Musixmatch’s exclusive agreement with WCM foreclosed it from accessing a significant and valuable portion of the lyric rights licensing market, effectively eliminating LyricFind as a competitor for a majority of top-streamed songs. The court held that these allegations were sufficient to establish antitrust injury because LyricFind was directly excluded from competition in the markets for lyric rights licensing and lyric data services, and consumers faced higher prices and less choice. Musixmatch’s argument that LyricFind merely complained of “lost profits” was rejected by the court because the exclusionary nature of the conduct meant the injury was of the type antitrust laws are designed to prevent.

Relevant market definition. LyricFind alleged two related markets: the Lyric Rights Licensing Market for licenses to reproduce and display song lyrics and the Lyric Data Services Market for synchronization of lyrics with streaming platforms. Both were alleged to be global markets, with competition centered in this country. The court found these market definitions plausible at the pleading stage. While the defendants contended that lyric services compete more broadly with other music publishing or content licensing, the court held that such disputes are fact-intensive and inappropriate for resolution on a motion to dismiss.

Monopoly power and market share. LyricFind alleged that Musixmatch held monopoly power in both markets, with shares exceeding 80% following its exclusive WCM deal. The complaint detailed how the agreement gave Musixmatch control over lyrics for approximately 30% of global streams and 60% of the top 100 songs on Spotify, effectively foreclosing competitors from accessing essential inputs. The court held that these allegations, coupled with Musixmatch’s ability to charge supracompetitive prices, sufficiently pled monopoly power.

Exclusionary conduct. LyricFind alleged a four-part “buy-or-bury” scheme: (1) TPG’s failed acquisition attempt of LyricFind, (2) the alleged misuse of confidential information from acquisition discussions, (3) interference with LyricFind’s negotiations with Spotify, and (4) Musixmatch’s exclusive deal with WCM. The court found that, taken together, these allegations plausibly described conduct that was not mere competition on the merits but rather exclusionary practices intended to maintain monopoly power. Exclusive dealing arrangements that foreclose a substantial share of the market, particularly when combined with other coercive tactics, are actionable under the Sherman Act.

Monopolization and attempted monopolization. The court held that LyricFind adequately alleged monopolization and attempted monopolization claims. The allegations of Musixmatch’s dominant market share, supracompetitive pricing, exclusionary exclusivity contracts, and intent to eliminate LyricFind sufficed to show both existing monopoly power and a dangerous probability of maintaining it.

Conspiracy to monopolize. The court found that the complaint sufficiently alleged that TPG was not a passive investor but an active participant in the exclusionary scheme. TPG allegedly orchestrated the acquisition attempt, directed the use of confidential information, and supported the exclusive WCM deal. These allegations plausibly described concerted action between TPG and Musixmatch to monopolize, and thus the conspiracy claim survived.

Monopoly leveraging. LyricFind claimed a monopoly by leveraging its dominance in lyric rights licensing to extend its power into lyric data services. The court noted that while some circuits are skeptical of monopoly leveraging as an independent claim, the Ninth Circuit recognizes it in a limited form. LyricFind’s allegations that digital streaming platforms (DSPs) were forced to take Musixmatch’s data services bundled with its exclusive lyric rights were sufficient to state a claim at this stage.

Clayton Act § 3 claim. The only significant antitrust claim dismissed was LyricFind’s claim under Clayton Act § 3, which prohibits exclusive dealing involving “goods, wares, merchandise, or other commodities.” The court held that licensing of song lyrics and lyric data does not constitute “goods” or “commodities” within the meaning of the statute, and therefore, this claim was dismissed as a matter of law.

TPG’s Arguments regarding Antitrust Claims. Under either the single-enterprise or approval theories, LyricFind plausibly alleged that TPG's independent acts furthered the antitrust violations, leading the court to deny TPG's motion to dismiss Causes of Action One, Four, Seven, Nine, and Ten on independent liability grounds. Cause of Action One, which claims a violation of Section 1 prohibiting conspiracies in restraint of trade, requires plausible allegations of a conspiracy. Causes of Action Four and Seven allege violations of Section 2, which prohibits monopolization or attempts to monopolize through concerted or independent actions. TPG argued that LyricFind failed to allege TPG's independent participation, direction, or control over Musixmatch's actions or any unlawful behavior.

The parties agreed that TPG and Musixmatch constitute a single economic and legal entity and are thus incapable of conspiring with one another. The complaint alleges “TPG acquired a controlling stake in Musixmatch, believed to be around 80%.” Therefore, TPG cannot be liable on the theory that it conspired with Musixmatch. However, LyricFind contends that liability arises from TPG's direct acts in the "buy-or-bury" scheme, direction of Musixmatch to pursue the Exclusive agreement with WCM, approval of the Exclusive, and coordination as a single enterprise.

The court examined the single-enterprise theory as an extension of Copperweld Corp. v. Independence Tube Corp., 467 U.S. 752 (1984), where commonly owned entities are treated as a single unit for antitrust purposes if they engage in coordinated activity. Still, liability requires evidence of independent participation rather than unbounded vicarious liability. LyricFind plausibly alleged TPG's independent involvement by (1) acquiring control of Musixmatch in July 2022, (2) attempting to acquire LyricFind in 2023, (3) gaining confidential information, including LyricFind's plans to compete for Spotify's contract expiring in April 2024, (4) disclosing and misrepresenting that information to Spotify in January 2024 to disrupt negotiations, and then, when that failed, (5) directing Musixmatch to enter the Exclusive in March 2024 just before Spotify might finalize with LyricFind. The timeline, less than two years from TPG's Musixmatch acquisition to the Exclusive, and three months from failed LyricFind talks to the Exclusive, supported an inference that TPG's actions furthered an anticompetitive scheme to restrain trade in the Lyric Data Services Market. The court rejected TPG's argument that its acquisition attempt was lawful, emphasizing that antitrust claims must consider the overall scheme, not isolated acts, allowing a series of activities to combine into a violation even if individually innocuous.

TPG argued that the allegations were conclusory or based on "information and belief," lacking specifics on who, what, where, when, and to whom, but the court disagreed, identifying TPG as the actor using acquired information to coordinate restraint in lyric markets with Musixmatch over a multi-month "buy-or-bury" sequence. This renders plausible TPG's liability under the single-enterprise theory.

Additionally, LyricFind plausibly alleged TPG's liability through approval or ratification of Musixmatch's unlawful acts, as participation can include knowing approval beyond direct action. Shortly after acquiring Musixmatch, TPG appointed partners to its board, which alone is insufficient due to the presumption that subsidiary directors act for the subsidiary's interest. However, combined with the timeline, board appointments, failed LyricFind acquisition, and subsequent Exclusive, the allegations support an inference that the Exclusive emanated from TPG. Discovery may clarify TPG's lack of approval, but at this motion-to-dismiss stage, inferences favored LyricFind.

State law claims. Lastly, the court's order addressed LyricFind's state law claims against Musixmatch and TPG. Cause of Action Thirteen for breach of contract alleges that LyricFind and TPG entered into a non-disclosure agreement (NDA) during acquisition discussions, and that TPG and Musixmatch (as TPG's representative) breached it by disclosing LyricFind's confidential information, such as financials, commercial relationships, and regulatory concerns, to unauthorized third parties like Spotify, and by using the information for purposes other than the contemplated acquisition. Musixmatch and TPG argued that LyricFind failed to allege breach or damages plausibly. The NDA is governed by Ontario law, though the parties cite California cases as well, and under both jurisdictions, damages are a required element of a breach of contract claim.

The court agreed with the defendants, finding that while the complaint alleges disclosure to Spotify, it also states the negotiations continued notwithstanding the breach, with the decisive end coming only from the WCM-Musixmatch Exclusive. LyricFind pointed to a paragraph alleging the disclosure impaired negotiations, caused substantial disruption to its business, and required incurring additional costs and resources to address the misconduct. Still, the court deemed this vague and conclusory, lacking specifics on the nature of those costs. Additionally, the court found that LyricFind failed to sufficiently allege a breach, as it did not specify what information was disclosed or the circumstances of the disclosure, thereby falling short of Twombly and Iqbal pleading standards despite no heightened requirement for contract claims. Thus, the court granted the motions to dismiss Cause of Action Thirteen.

Causes of Action Eleven (intentional interference with prospective economic advantage) and Twelve (negligent interference with prospective economic advantage) allege that TPG and Musixmatch knew of LyricFind's negotiations with Spotify and iHeartRadio, as well as existing and prospective negotiations with other DSPs, and undertook the anticompetitive scheme to undermine them, ensuring Musixmatch won the contracts. The elements for these torts include: (1) an economic relationship with a third party and probability of future benefit; (2) defendant's knowledge; (3) intentional or negligent acts designed to disrupt; (4) actual disruption; and (5) proximate economic harm. The third element requires an independently wrongful act, unlawful under some legal standard. TPG and Musixmatch argued that LyricFind failed to allege such an act. Still, the court disagreed, noting LyricFind plausibly alleged Musixmatch's Exclusive violates antitrust laws, and that TPG directed it while independently committing coordinating acts in the scheme. Accordingly, the court denied the motions to dismiss Cause of Action Eleven.

However, regarding the negligent claim (Cause of Action Twelve), the defendants argued LyricFind failed to allege a duty of care owed by them to LyricFind, a prerequisite for negligent interference. The court agreed because the complaint did not allege any duty, and LyricFind's opposition only briefly referenced a general "ordinary care" requirement without explaining its application here. The court thus granted dismissal of Cause of Action Twelve but with leave to amend.

Leave to amend. If LyricFind elects to file an amended complaint, it must do so by September 30, 2025. The court set a case management conference for October 22, 2025, with a joint case management statement due one week in advance. Discovery was not stayed.

The Case is No. 3:25-cv-02265-JSC.

Judge: Corley, J.

Attorneys: Ben D. Steinberg (Shinder Cantor Lerner LLP) for LyricFind, Inc. Adam R. Safadi (Ropes & Gray LLP) for Musixmatch, S.p.A.

Companies: LyricFind, Inc.; Musixmatch, S.p.A.

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