UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

G.G. (a minor) et al., 

Plaintiffs,

v.

SALESFORCE.COM, INC.,

Defendant.

Case No. 1:20-CV-2335

MOTION OF DEFENDANT SALESFORCE.COM, INC. TO DISMISS

SECOND AMENDED COMPLAINT

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TABLE OF CONTENTS

Page

i

SUMMARY OF ALLEGATIONS................................................................................................. 3

LEGAL STANDARD..................................................................................................................... 6

ARGUMENT.................................................................................................................................. 6

I. Section 230 Bars Plaintiffs’ Claims Against Salesforce......................................... 6

A. Salesforce Is a Provider of an “Interactive Computer Service”.................. 7

B. Plaintiffs’ Claims Seek to Hold Salesforce Liable for Third-Party 

Content Posted on Backpage.com............................................................... 8

C. The 2018 Amendments to CDA 230 Expressly Do Not Apply to 

Most of Plaintiffs’ Claims........................................................................... 9

D. Retroactive Elimination of the Protections of CDA 230 for TVPA 

Claims Constituting Criminal Sex Trafficking Violates the Ex Post 

Facto Clause.............................................................................................. 12

II. Plaintiffs Have Failed to Allege Any Plausible Claims........................................ 14

A. Plaintiffs Have Failed Adequately to Allege a TVPA Claim 

Constituting Criminal Sex Trafficking in Violation of 18 U.S.C. 

§ 1591........................................................................................................ 15

B. Plaintiffs Have Not Alleged Any Other Violation of the TVPA.............. 19

C. Plaintiffs Have Failed to Allege Adequately Any Violation of 

Illinois Law ............................................................................................... 20

1. Duty............................................................................................... 20

2. Causation....................................................................................... 22

CONCLUSION............................................................................................................................. 25

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TABLE OF AUTHORITIES

Page(s)

ii

Cases

Aidroos v. Vance Uniformed Prot. Servs., Inc.,

386 Ill. App. 3d 167 (2008) .....................................................................................................21

Alarm Detection Sys., Inc. v. Vill. of Schaumburg,

930 F.3d 812 (7th Cir. 2019) ...................................................................................................17

Ashcroft v. Iqbal,

556 U.S. 662 (2009)...................................................................................................................6

Bell Atl. Corp. v. Twombly,

550 U.S. 544 (2007)...................................................................................................................6

Belleau v. Wall,

811 F.3d 929 (7th Cir. 2016) ...................................................................................................12

Bennett v. Google, LLC,

882 F.3d 1163 (D.C. Cir. 2018).................................................................................................8

Chi. Lawyers’ Comm. for Civil Rights Under Law, Inc. v. Craigslist, Inc.,

519 F.3d 666 (7th Cir. 2008) ...................................................................................3, 6, 8, 9, 24

Cohen v. Facebook, Inc.,

252 F. Supp. 3d 140 (E.D.N.Y. 2017) .......................................................................................9

Crosby v. Twitter, Inc.,

921 F.3d 617 (6th Cir. 2019) ...................................................................................................25

Crumpton v. Walgreen Co.,

375 Ill. App. 3d 73 (2007) .......................................................................................................22

Dart v. Craigslist, Inc.,

665 F. Supp. 2d 961 (N.D. Ill. 2009)...................................................................................8, 24

Doe 3 v. Red Roof Inns, Inc.,

No. 1:19-CV-03843-WMR, 2020 WL 1872333 (N.D. Ga. Apr. 13, 2020) ......................16, 18

Doe v. GTE Corp.,

347 F.3d 655 (7th Cir. 2003) ...................................................................................................24

Doe v. MySpace, Inc.,

528 F.3d 413 (5th Cir. 2008) .....................................................................................................7

Fields v. Twitter, Inc.,

881 F.3d 739 (9th Cir. 2018) ...................................................................................................25

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TABLE OF AUTHORITIES

(continued)

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iii

First Springfield Bank & Tr. v. Galman,

188 Ill. 2d 252 (1999) ..............................................................................................................22

Geiss v. Weinstein Co. Holdings LLC,

383 F. Supp. 3d 156 (S.D.N.Y. 2019)................................................................................17, 18

INS v. Cardozo-Fonseca,

480 U.S. 421 (1987).................................................................................................................11

ISI Int’l, Inc. v. Borden Ladner Gervais LLP,

256 F.3d 548 (7th Cir. 2001) ...................................................................................................12

Jennings v. Rodriguez,

138 S. Ct. 830 (2018)...............................................................................................................10

Keating v. 68th & Paxton, L.L.C.,

401 Ill. App. 3d 456 (2010) .....................................................................................................23

Kennedy v. Mendoza-Martinez,

372 U.S. 144 (1963).................................................................................................................13

Kleen v. Homak Mfg. Co.,

321 Ill. App. 3d 639 (2001) .....................................................................................................23

Landgraf v. USI Film Prods.,

511 U.S. 244 (1994).................................................................................................................13

Lane v. City of Harvey,

178 Ill. App. 3d 270 (1988) ...............................................................................................23, 24

Law v. Siegel,

571 U.S. 415 (2014).................................................................................................................10

Linton v. Smith & Wesson,

127 Ill. App. 3d 676 (1984) .....................................................................................................21

MacDonald v. Hinton,

361 Ill. App. 3d 378 (2005) .....................................................................................................21

Maglaya v. Kumiga,

No. 14-CV-3619, 2015 WL 4624884 (N.D. Ill. Aug. 3, 2015) ...............................................20

Majetich v. P.T. Ferro Const. Co.,

389 Ill. App. 3d 220 (2009) .....................................................................................................22

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TABLE OF AUTHORITIES

(continued)

Page(s)

iv

Marshall’s Locksmith Serv. Inc. v. Google, LLC,

925 F.3d 1263 (D.C. Cir. 2019).................................................................................................7

Merlo v. Pub. Serv. Co.,

381 Ill. 300 (1942) ...................................................................................................................23

Noble v. Weinstein,

335 F. Supp. 3d 504 (S.D.N.Y. 2018)......................................................................................18

Nunag-Tanedo v. E. Baton Rouge Par. Sch. Bd.,

790 F. Supp. 2d 1134 (C.D. Cal. 2011) ...................................................................................19

Pennie v. Twitter, Inc.,

281 F. Supp. 3d 874 (N.D. Cal. 2017).......................................................................................9

Riordan v. Int’l Armament Corp.,

132 Ill. App. 3d 642 (1985) .....................................................................................................20

Rodriguez v. Glock, Inc.,

28 F. Supp. 2d 1064 (N.D. Ill. 1998).......................................................................................24

Roman Catholic Bishop v. Superior Court,

128 Cal. App. 4th 1155 (Cal. Ct. App. 2005)..........................................................................14

Silha v. ACT, Inc.,

807 F.3d 169 (7th Cir. 2015) ...................................................................................................17

Smith v. Doe,

538 U.S. 84 (2003)...................................................................................................................13

State Farm Mut. Auto. Ins. Co. v. Campbell,

538 U.S. 408 (2003).................................................................................................................14

Stayart v. Yahoo! Inc.,

651 F. Supp. 2d 873 (E.D. Wis. 2009).......................................................................................7

Stogner v. California,

539 U.S. 607 (2003).................................................................................................................13

Taha v. Int’l Bhd. of Teamsters, Local 781,

947 F.3d 464 (7th Cir. 2020) .....................................................................................................6

Thompson v. Gordon,

241 Ill. 2d 428 (2011) ..............................................................................................................20

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TABLE OF AUTHORITIES

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Page(s)

v

Turner v. N. Illinois Gas Co.,

401 Ill. App. 3d 698 (2010) .....................................................................................................20

U.S. v. Vasquez,

576 F. Supp. 2d 928 (N.D. Ill. 2008).......................................................................................13

United States v. Afyare,

632 F. App’x 272 (6th Cir. 2016) ............................................................................................16

Vesely v. Armslist LLC,

762 F.3d 661 (7th Cir. 2014) .............................................................................................21, 24

Zango, Inc. v. Kaspersky Lab, Inc.,

568 F.3d 1169 (9th Cir. 2009) ...................................................................................................8

Constitutional Provisions

U.S. Const., art. 1, § 9, cl. 3...........................................................................................................12

Statutes

18 U.S.C. § 1589 et seq....................................................................................................................2

18 U.S.C. § 1590(a) .......................................................................................................................19

18 U.S.C. § 1591.................................................................................................................... passim

18 U.S.C. § 1595(a) ...........................................................................................9, 10, 11, 15, 18, 19

47 U.S.C. § 230................................................................................................................1, 2, 6, 7, 8

Pub. L. 115-164, 132 Stat. 1253 (2018)....................................................................9, 10, 11, 12, 15

Other Authorities

164 Cong. Rec. S1869 (daily ed. Mar. 21, 2018) ..........................................................................14

H.R. 1865 115th Cong. ............................................................................................................10, 11

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This case improperly seeks to hold salesforce.com, inc. (“Salesforce”) liable for the 

criminal acts of third parties with whom it had no relationship, based on entirely innocuous 

conduct: Salesforce’s sale of its popular online customer relationship management (“CRM”) 

business software that is used by tens of thousands of companies to manage their customer data. 

The Court should dismiss this action because all of Plaintiffs’ claims are either barred by § 230 of 

the Communications Decency Act (“CDA 230”), 47 U.S.C. § 230, or insufficiently pled. 

The allegations of wrongdoing here are tragic, but do not relate to Salesforce. Plaintiffs 

G.G. and her mother, Deanna Rose, allege that G.G., when she was a minor, ran away from home 

and fell into the hands of a sex trafficker. Dkt. 39, Second Amended Complaint (“SAC”) ¶ 45. 

After several months, the trafficker began posting advertisements for sex with G.G. on the 

classified ad website Backpage.com. Id. Although Backpage held itself out to be an online 

classifieds website similar to Craigslist, the SAC alleges that Backpage was actually a hub of 

human trafficking and that the vast majority of its revenue came from adult classified ads. Id. ¶ 26. 

G.G. allegedly was “trafficked through Backpage advertisements consistently placed on 

Backpage’s website” in Illinois between 2015 and 2016. Id. ¶¶ 44–45. 

Plaintiffs have not sued the trafficker who exploited G.G., nor did they sue Backpage or 

any related person or entity for allegedly allowing or facilitating the classified ads through which 

she was exploited. Instead, they sued Salesforce, a company that sells subscriptions to cloud-based 

CRM software. They allege that Salesforce sold its CRM software to a Backpage affiliate, and 

that Backpage used the software to organize its internal customer data and engage in marketing—

including allegedly to reach out to traffickers to advertise on the Backpage.com site. Id. ¶¶ 3–4.

The SAC is most notable for what it does not allege. There is no allegation that Salesforce 

had anything to do with any acts of sex trafficking, or with the posting of classified sex-trafficking 

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ads on the Backpage.com site. There is no allegation that Salesforce had anything to do with 

Backpage’s advertising policies or practices, including what types of classified ads it permitted 

users to post, or whether and how such ads would be screened for improper content. And the SAC 

does not allege any link between Salesforce’s CRM software and the classified ads that allegedly 

led to the trafficking of G.G. (or anyone else). Rather, their claims rest on the allegation that 

Salesforce sold its CRM software to a Backpage affiliate, and that Backpage then used the software 

to organize its customer data and conduct marketing activities to ad customers. Id. ¶¶ 31, 35, 39. 

Despite the lack of any connection between Salesforce and the ads or traffickers who 

harmed G.G., the SAC alleges that Salesforce violated federal criminal sex trafficking laws, 

contained in the Trafficking Victims Protection Act (“TVPA”), 18 U.S.C. § 1589 et seq. The 

suggestion that Salesforce somehow knowingly and intentionally participated in a venture to traffic 

G.G. simply by selling CRM software is as offensive as it is baseless, and the SAC does not allege 

a single fact that would support such a claim. And the state-law negligence claims—all premised 

on a claimed duty for Salesforce to monitor the uses of its CRM software by downstream 

customers—lack any basis in law, and for good reason: if the claimed misuse of a business 

software product—or, more accurately here, the mere use of such software by a bad actor—could 

result in tort liability, then sellers of such products would become insurers for all manner of 

wrongful third-party conduct with which they have no involvement. The alleged facts here come 

nowhere close to establishing a legal duty, much less the essential element of causation.

Even beyond all of these problems with the merits of Plaintiffs’ claims, their claims are 

barred by a threshold hurdle that cannot be overcome: the protection from liability provided by 

CDA 230, which precludes liability where, as here, a plaintiff seeks to hold an interactive computer 

service liable based on third-party content posted on the internet. See 47 U.S.C. § 230(c)(1); see 

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also Chi. Lawyers’ Comm. for Civil Rights Under Law, Inc. v. Craigslist, Inc., 519 F.3d 666, 671–

72 (7th Cir. 2008). That is precisely what the SAC seeks to do, as their claims seek to hold 

Salesforce liable for the harms to G.G. resulting from classified ads posted on Backpage.com by a 

third-party trafficker. As a California court recently ruled in finding a similar action against 

Salesforce barred by CDA 230, the nature of Plaintiffs’ liability theory—which seeks to link 

Salesforce to Backpage, and then to link Backpage to classified ads posted by traffickers—

necessarily means that Salesforce “can only be liable if it is linked to these advertisements.” 

Linsley Decl., Ex. A (“Cal. Order”) at 5 (Does # 1 through # 90 v. Salesforce.com, inc., No. CGC19-574770 (S.F. Super. Ct. Oct. 3, 2019), appeal pending, Cal. Ct. App. No. A159566). And there 

is no allegation—nor could there be—that Salesforce wrote the classified ads or had anything to do 

with Backpage’s content policies that allegedly allowed or encouraged them, nor does the SAC even 

allege that Backpage used Salesforce’s CRM software in any way to develop its ad content policies. 

As such, CDA 230 bars Plaintiffs’ claims, even if they were plausibly alleged.

To be clear, the scourge of sex trafficking is a legitimate and serious concern. Salesforce 

deeply sympathizes with all victims of sex trafficking and has taken significant steps to shed light 

on this serious issue, as the SAC acknowledges. SAC ¶ 30. But the SAC’s attempt to impose 

liability on Salesforce for the acts of third-party criminals and the harmful effects of classified ads 

placed by those criminals on the Backpage.com site is without any legal basis and would create a 

dangerous precedent for a host of companies that sell legitimate business software. The Court 

should be dismiss this action with prejudice.

SUMMARY OF ALLEGATIONS

Salesforce offers a cloud-based CRM platform for subscribers to input and manage their 

customer data. SAC ¶¶ 3–4, 35. As the Salesforce marketing materials cited in the SAC explain,

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CRM “is a technology for managing [a] company’s relationships and interactions with customers 

and potential customers” and allows companies to “store customer and prospect contact 

information, identify sales opportunities, record service issues, and manage marketing campaigns, 

all in one central location.” Linsley Decl., Ex. B (“What is CRM?”) (cited at SAC ¶ 35); see also 

Salesforce’s Request for Judicial Notice. In December 2013, a Backpage affiliate purchased a 

subscription to Salesforce’s cloud-based CRM tool. SAC ¶¶ 31, 37. According to the SAC, 

Backpage then used Salesforce’s CRM software to gather information about Backpage’s classified 

ad customers, store information about them, and send them marketing materials. Id. ¶ 49. The 

SAC also alleges that Salesforce’s “CRM interface allow[ed] Backpage to integrate with credit 

card processors,” id. ¶ 3, but they nowhere link this allegation to any of the classified ads through

which G.G. was allegedly harmed. 

The SAC reflects significant changes from the pleading by which this action was 

commenced. The original complaint included a series of false allegations to the effect that 

Salesforce actively and knowingly helped Backpage build the sex-trafficking-related aspects of its 

business. For instance, it alleged that, “behind closed doors, Salesforce was knowingly and 

directly soliciting and facilitating sex trafficking” for Backpage. Dkt. 1, ¶ 3. And it asserted that 

Salesforce “did not simply provide Backpage with an off-the-shelf version of its software” (id. ¶ 5) 

but instead “customize[d] the services provided to Backpage to facilitate sex trafficking” (id. ¶ 36). 

Even more specifically, the original complaint falsely alleged that Salesforce “actively obtained 

and monitored data ... related to pimps and sex traffickers that were using Backpage” (id. ¶ 37)

and “used that data for direct outreach campaigns, including but not limited to direct 

advertisements and targeted, personalized e-mails” (id. ¶ 38). 

These allegations are now gone. After Salesforce sent two Rule 11 letters to Plaintiffs’ 

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counsel requesting removal of these and other false allegations, they removed all allegations

suggesting either that Salesforce was directly involved in Backpage’s business operations and/or

marketing campaigns or knowingly assisted Backpage in facilitating trafficking. Instead, the SAC 

alleges that Backpage used the CRM software “tools” that it purchased from Salesforce to perform 

the various customer-related functions that previously were attributed to Salesforce itself. SAC 

¶¶ 35, 37, 39, 40. As now pled, the SAC does not allege that Salesforce played any role in 

developing Backpage’s classified ad content policies or the marketing materials by which 

Backpage solicited actual or potential classified customers, or that any person at Salesforce had 

involvement with the alleged sex-trafficking activities.

The facts that the SAC does allege are tragic, but they make clear that any legal claim the 

Plaintiffs may have is against parties or entities other than Salesforce. The SAC asserts that 

Backpage allegedly “transformed the commercial sex trade” by facilitating online trafficking 

transactions and allowing criminals to evade law enforcement and maximize profits. SAC ¶¶ 25–

26.

1

 The SAC alleges that, when G.G. was a minor, she was among the victims of this online 

trafficking “hub.” Id. ¶¶ 26, 44. She ran away from home and was picked up by a trafficker, who

after several months “began advertising her on Backpage.” Id. ¶ 45. G.G. “was trafficked through 

Backpage advertisements consistently placed on Backpage’s website.” Id. G.G.’s mother

searched for G.G. and found an ad for her on Backpage’s Escort Page. Id. She asked Backpage 

to remove the ad, but “Backpage’s only response” was to refer her to the National Center for 

 1 Although it is immaterial to the resolution of this motion, Salesforce notes that the SAC’s 

allegation that 99% of Backpage’s revenue between 2013 and 2015 could be traced to “online sex 

trafficking” is not supported by the declaration cited in, and therefore incorporated by reference 

into, the SAC. See SAC ¶ 26 & n.3. The 99% revenue figure referenced in the declaration is for 

all “adult services” advertisements generally, and not specifically sex trafficking. See Linsley 

Decl., Ex. F (Decl. of Brian Fichtner at 2, 11); see also Salesforce’s Request for Judicial Notice. 

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Missing and Exploited Children. Id. Notably, the SAC does not assert any claim against Backpage 

or any other person who allegedly had direct contact with G.G.

As against Salesforce, the SAC alleges violations of the federal sex trafficking statutes

contained in the TVPA, on the theory that Salesforce sold its CRM software to a Backpage affiliate. 

SAC ¶ 48. It also asserts state-law claims for negligence and gross negligence, recklessness, and 

willful and wanton conduct, all based on the same theory. Id. ¶¶ 52, 55, 59. As shown below, 

these claims fail as a matter of law and should be dismissed.

LEGAL STANDARD

To survive a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), 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)). “[N]aked legal conclusions” are not facts. Id. at 696. After stripping away 

“conclusory statements,” the Court must decide whether the remaining factual allegations “raise a 

right to relief above the speculative level,” Twombly, 550 U.S. at 555, so as to justify the costs and 

burdens of discovery. Factual allegations that “do not permit the court to infer more than the mere 

possibility of misconduct” are insufficient. Taha v. Int’l Bhd. of Teamsters, Local 781, 947 F.3d 

464, 469 (7th Cir. 2020) (quoting Iqbal, 556 U.S. at 679). 

ARGUMENT

I. Section 230 Bars Plaintiffs’ Claims Against Salesforce 

CDA 230 provides that “[n]o provider or user of an interactive computer service shall be 

treated as the publisher or speaker of any information provided by another information content 

provider.” 47 U.S.C. § 230(c)(1). As the Seventh Circuit has explained, “[w]hat § 230(c)(1) says 

is that an online information system must not ‘be treated as the publisher or speaker of any 

information provided by’ someone else.” Craigslist, 519 F.3d at 671. CDA 230 covers “causes 

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of action of all kinds.” Marshall’s Locksmith Serv. Inc. v. Google, LLC, 925 F.3d 1263, 1267 

(D.C. Cir. 2019); accord Doe v. MySpace, Inc., 528 F.3d 413, 418 (5th Cir. 2008) (CDA 230 applies 

“to Web-based service providers for all claims stemming from their publication of information 

created by third parties”). CDA 230 bars Plaintiffs’ claims because Salesforce is a provider of an 

interactive computer service and Plaintiffs seek to hold it liable for online classified ads posted by 

third parties. That is the exact conclusion that a California court recently reached in assessing a 

substantially similar lawsuit against Salesforce. Cal. Order at 5.

Although CDA 230 was amended in 2018 to limit its application to certain claims, the 

amendments on their face do not apply to most of Plaintiffs’ claims. There is one exception, as the 

2018 amendments do purport retroactively to eliminate CDA 230 protection for civil TVPA

violations that also constitute criminal sex trafficking under 18 U.S.C. § 1591. But Plaintiffs do not 

even come close to pleading facts showing Salesforce engaged in criminal sex trafficking, and even 

if they had, any attempt to impose retroactive liability for such a violation would violate the Ex Post 

Facto Clause. Plaintiffs’ entire action must be dismissed on this ground alone. 

A. Salesforce Is a Provider of an “Interactive Computer Service”

Under CDA 230, an “interactive computer service” is “any information service, system, or 

access software provider that provides or enables computer access by multiple users to a computer 

server.” 47 U.S.C. § 230(f)(2). In turn, “access software provider” means “a provider of software 

(including client or server software) or enabling tools” that perform functions such as filtering, 

analyzing, and displaying content, among other functions. Id. § 230(f)(4). These definitions of 

“interactive computer service” are “construed broadly,” Stayart v. Yahoo! Inc., 651 F. Supp. 2d

873, 884 (E.D. Wis. 2009), aff’d, 623 F.3d 436 (7th Cir. 2010), and have been held to cover 

business products, such as antivirus software, used by websites that host third-party content. See, 

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e.g., Zango, Inc. v. Kaspersky Lab, Inc., 568 F.3d 1169, 1175–76 (9th Cir. 2009).

Salesforce is an “interactive computer service” in two respects. First, it is an “access 

software provider.” The SAC alleges that Salesforce provided Backpage with access to cloudbased internet functionalities that allowed Backpage to store, filter, analyze, and organize its user 

data. SAC ¶ 37 (“Salesforce’s technology was used by Backpage to actively obtain and monitor 

data ....”); id. ¶ 49(g) (alleging that “through the sale ... of the CRM” Salesforce “provid[ed] ... 

a secure cloud storage database for Backpage to store [its data]”). This makes Salesforce an “access 

software provider” under CDA 230, and thus an “interactive computer service,” as the California 

court specifically held. See Cal. Order at 4–5 (holding Salesforce meets this “broad statutory 

definition[]” as shown by allegations that its CRM “tools” allowed Backpage “to create platforms

... to contact and procure customers”). 

Second, Salesforce is a “provider” of an “interactive computer service” because it “enables 

computer access by multiple users”—customers and their employees—“to a computer server”—

the servers on which Salesforce’s cloud-based tools are hosted. 47 U.S.C. § 230(f)(2). For 

example, “as many other courts have found, Google qualifies as an ‘interactive computer service’ 

provider because it ‘provides or enables computer access by multiple users to a computer server.’” 

Bennett v. Google, LLC, 882 F.3d 1163, 1167 (D.C. Cir. 2018). Similarly, Salesforce is an 

interactive computer service because it allows its subscribers access to its cloud-based servers.

B. Plaintiffs’ Claims Seek to Hold Salesforce Liable for Third-Party Content 

Posted on Backpage.com

CDA 230 bars any claim that seeks to hold an interactive computer service liable based on 

content posted on the internet “by someone else.” Craigslist, 519 F.3d at 671 (quotation mark 

omitted). This protection is not limited “only or primarily to defamation cases,” Dart v. Craigslist, 

Inc., 665 F. Supp. 2d 961, 967 n.7 (N.D. Ill. 2009), citing Craigslist, 519 F.3d at 671, and “is 

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implicated not only by claims that explicitly point to third party content but also by claims which, 

though artfully pleaded to avoid direct reference, implicitly require recourse to that content to 

establish liability.” Cohen v. Facebook, Inc., 252 F. Supp. 3d 140, 156 (E.D.N.Y. 2017), aff’d in 

relevant part, 934 F.3d 53 (2d Cir. 2019).

Here, Plaintiffs’ claims are barred by CDA 230 because the only link between G.G.’s 

injuries and Salesforce is through the classified ads for G.G. that Plaintiffs allege were posted on 

Backpage.com by a third party—the unidentified criminal trafficker. See, e.g., SAC ¶ 22 (“G.G. 

was trafficked in Illinois as a result of Backpage ads posted in Illinois.”); id. ¶ 45 (“The trafficking 

of G.G. was made possible and facilitated by advertisements for sexual services on Backpage, 

facilitated by Salesforce’s CRM ... .”). These claims “treat [Salesforce] as the publisher of the 

information” because Salesforce “can only be liable if it is linked to these advertisements.” Cal. 

Order at 5. And where third-party content (in this case, classified ads) is a necessary part of the 

events giving rise to a plaintiff’s claim, CDA 230 bars the claim. Craigslist, 519 F.3d at 671; see 

also Pennie v. Twitter, Inc., 281 F. Supp. 3d 874, 889–90 (N.D. Cal. 2017). As the Seventh Circuit 

stated in Craigslist, a plaintiff may sue the author of the classified ad, or the person who committed 

legal violations based on the ad, but it “cannot sue the messenger” (here, allegedly, Salesforce) 

simply because “the message” (here, the classified ads with G.G.) reveals a third party’s plan to 

engage in unlawful conduct. 519 F.3d at 672.

C. The 2018 Amendments to CDA 230 Expressly Do Not Apply to Most of 

Plaintiffs’ Claims

That CDA 230 bars Plaintiffs’ core legal theories is confirmed by amendments to CDA 230 

that Congress passed in 2018, through the Allow States and Victims to Fight Online Sex Trafficking 

Act of 2017 (“FOSTA”), Pub. L. 115-164, 132 Stat. 1253 (2018). The FOSTA amendments 

exempted three types of claims from CDA 230: (1) civil claims under 18 U.S.C. § 1595, the TVPA 

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civil remedies provision, but only to the extent that “the conduct” underlying the civil claim 

“constitutes a violation” of 18 U.S.C. § 1591, the criminal sex trafficking prohibition; (2) state 

criminal prosecutions where the conduct would “constitute a violation” of 18 U.S.C. §§ 1591 or 

2421A; and (3) state AG enforcement actions brought under § 1591. Pub. L. 115-164 §§ 4(a) & 

6(a). Thus, with the single exception of a civil sex trafficking claim that also establishes a criminal 

violation of 18 U.S.C. § 1591—a theory that, as shown below, Plaintiffs have nominally pled but 

utterly failed to support—the FOSTA exemptions do not apply to the claims alleged here, namely 

state-law civil claims and a federal claim under the separate “should have known” provision of 18 

U.S.C. § 1595 that is not also included in § 1591. 

As for state-law claims, the text of FOSTA on its face does not exempt any state-law civil 

claims from CDA 230. The exemption for state-law claims covers only criminal prosecutions 

under state law where the conduct would violate federal criminal trafficking laws. As the 

California court held in dismissing similar claims against Salesforce, “[n]othing in the text of 

[FOSTA] exempted private civil state law claims from immunity.” Cal. Order at 6. Where, as 

here, Congress has chosen to enact limited and defined sets of exemptions, that means it intends 

to enact only those exemptions, and courts cannot create additional, unwritten exemptions not in 

the text. See, e.g., Jennings v. Rodriguez, 138 S. Ct. 830, 844 (2018) (express exemption “implies 

that there are no other[s]”); Law v. Siegel, 571 U.S. 415, 424 (2014) (a “meticulous ... enumeration 

of exemptions ... confirms that courts are not authorized to create additional” exemptions). That 

is especially true here because, in enacting FOSTA, Congress considered and rejected an 

exemption to CDA 230 for civil state-law claims. See Linsley Decl., Ex. C (H.R. 1865 115th 

Cong., § 3 (a)(2)(C) (as introduced in the House, Apr. 3, 2017)).

2

 “Few principles of statutory 

 2 Salesforce is concurrently filing a request for judicial notice of the cited legislative history.

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construction are more compelling than the proposition that Congress does not intend sub silentio

to enact statutory language that it has earlier discarded in favor of other language.” INS v. 

Cardozo-Fonseca, 480 U.S. 421, 442–43 (1987) (quotation marks and citation omitted).

FOSTA’s only exemption from CDA 230 applicable to federal civil claims is, on its face, 

also inapplicable here. FOSTA did not exempt from CDA 230 all federal civil TVPA claims under 

18 U.S.C. § 1595, the civil remedies provision, but only claims under § 1595 to the extent “the 

conduct underlying the claim constitutes a violation of section 1591.” Pub. L. 115-164 § 4. This 

means that the additional provision of § 1595 that imposes civil liability based on a “should have 

known” standard—and that forms the heart of Plaintiffs’ federal sex trafficking claim, see SAC 

¶¶ 48, 50—was not exempted from CDA 230 because such “should have known” allegations do 

not establish a violation of the separate criminal provisions of § 1591. 

The effect of this FOSTA exemption is confirmed by its legislative history. As initially 

proposed, FOSTA would have exempted from CDA 230 all civil TVPA claims “or any other 

federal or state law providing causes of action, restitution, or other civil remedies” to sex 

trafficking victims. Linsley Decl., Ex. C (H.R. 1865, 115th Cong. § 3(a)(5) (as introduced in the 

House, Apr. 3, 2017)). A later version struck any mention of civil claims. Id., Ex. D (H.R. 1865, 

115th Cong § 4 (as reported to the House, Feb. 20, 2018)). What Congress ultimately enacted was 

a compromise with a limited CDA 230 exemption for civil TVPA claims only if “the conduct 

underlying the claim constitutes a violation of [18 U.S.C. §] 1591.” Pub. L. 115-164 § 4(a). 

As the text and history of FOSTA establish, there is no general exemption from CDA 230 

for all civil TVPA claims under § 1595, but only a narrow exemption for civil TVPA violations 

that also constitute criminal sex trafficking under § 1591. That exemption cannot help Plaintiffs 

because (1) even if Plaintiffs could show a violation of that provision, the retroactive removal of 

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the CDA 230 defense for such a claim would violate the Ex Post Facto Clause; and (2) as detailed

below, Plaintiffs have not alleged, and cannot allege, facts that even come close to establishing 

that Salesforce engaged in criminal sex trafficking under § 1591.

D. Retroactive Elimination of the Protections of CDA 230 for TVPA Claims 

Constituting Criminal Sex Trafficking Violates the Ex Post Facto Clause

FOSTA’s narrow exemption from CDA 230 for civil TVPA claims that also establish 

criminal sex trafficking under § 1591 can apply in this case only if Plaintiffs can establish such a 

criminal violation by Salesforce, and only if the exemption can apply retroactively, as FOSTA was 

enacted in April 2018 and the alleged wrongful conduct occurred in 2016 and earlier. See SAC 

¶ 44. In fact, FOSTA does purport to apply this exemption “regardless of whether the conduct 

alleged occurred, or is alleged to have occurred, before” its “date of enactment.” Pub. L. 115-164 

§ 4(b). As shown below, Plaintiffs have not come close to pleading facts that would establish a

criminal violation of § 1591, and the Court therefore need not reach the constitutionality of the 

retroactive application of this FOSTA exemption. See, e.g., ISI Int’l, Inc. v. Borden Ladner 

Gervais LLP, 256 F.3d 548, 552 (7th Cir. 2001) (“[F]ederal courts are supposed to do what they 

can to avoid making constitutional decisions, and strive doubly to avoid making unnecessary 

constitutional decisions.”). But if the Court were to find that Plaintiffs have alleged a plausible 

violation of § 1591, then it should hold that the claim is still barred under CDA 230 because 

retroactive application of this FOSTA exemption violates the Ex Post Facto Clause.

The Constitution directs that “[n]o ... ex post facto Law shall be passed.” U.S. Const., art. 

1, § 9, cl. 3. A law violates this prohibition if “it imposes a retroactive punishment.” Belleau v. 

Wall, 811 F.3d 929, 941 (7th Cir. 2016). Although usually applied in criminal cases, the clause 

applies to laws that create civil liability where “the law imposes a punishment.” Id. at 942. Under 

the established two-step framework, a court evaluates whether the legislature “intended to impose 

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a punishment.” Id. (citing Smith v. Doe, 538 U.S. 84, 92 (2003)). If so, “that ends the inquiry.” 

Smith, 538 U.S. at 92. If not, the court then determines “whether the statutory scheme is ‘so 

punitive either in purpose or effect as to negate [the legislature’s] intention’ to deem it ‘civil.’” Id. 

(citations omitted).3 

By retroactively removing CDA 230 protection for conduct constituting a criminal law 

violation, FOSTA “‘inflicted punishment’ for past criminal conduct that” previously “did not 

trigger any such liability.” Stogner v. California, 539 U.S. 607, 613 (2003). Before FOSTA, CDA 

230 would have barred any type of civil claim under the TVPA. Now, Congress has sought to 

impose potentially substantial retroactive civil liability for conduct that violates the TVPA’s 

criminal provisions. That exemption is functionally punitive, not only because it imposes 

retroactive monetary sanctions for criminal law violations, but also because Plaintiffs seek punitive 

damages for that alleged violation. SAC ¶ 67. As the Supreme Court has stated, “[r]etroactive 

imposition of punitive damages ... raise[s] a serious constitutional question.” Landgraf v. USI 

Film Prods., 511 U.S. 244, 281 (1994). By imposing potentially significant penalties, including 

punitive damages, based on conduct occurring before FOSTA’s enactment, the law would impose 

retroactive punishment contrary to the Ex Post Facto Clause. See Smith, 538 U.S. at 92.

In fact, DOJ told Congress during FOSTA deliberations that making the exemptions to 

CDA 230 retroactive would violate the Ex Post Facto Clause. As DOJ explained, making the 

exemptions retroactive would be “unconstitutional” and “raise[] a serious constitutional concern” 

 3 Seven factors guide this inquiry. The “factors are: (1) whether the sanction involves an 

affirmative restraint; (2) whether it has been historically regarded as a punishment; (3) whether it 

is tied only to a finding of scienter; (4) whether its operation promotes retribution and deterrence; 

(5) whether it applies to criminal behavior; (6) whether it is rationally connected to a nonpunitive 

purpose; and (7) whether it appears excessive in relation to the alternative purpose.” U.S. v. 

Vasquez, 576 F. Supp. 2d 928, 943 (N.D. Ill. 2008) (citing Kennedy v. Mendoza-Martinez, 372 

U.S. 144, 168–69 (1963)). 

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as the legislation “would ‘impose[] a punishment for an act which was not punishable at the time 

it was committed’ or ‘impose[] additional punishment to that then prescribed.’” Linsley Decl., Ex. 

E (164 Cong. Rec. S1869 (daily ed. Mar. 21, 2018) (letter from Asst. A.G. Stephen Boyd)).

Even if this aspect of FOSTA was not meant to be punitive, it has a significant punitive 

effect that precludes retroactive application. Application of the FOSTA exemption for civil TVPA 

claims necessarily depends on a finding of criminal scienter, as the exemption applies only where 

the civil claim “constitutes a violation” of the criminal prohibition on sex trafficking under § 1591. 

The FOSTA exemption promotes retribution and deterrence because “punitive damages ... are 

aimed at deterrence and retribution.” State Farm Mut. Auto. Ins. Co. v. Campbell, 538 U.S. 408, 

416 (2003). And it is not rationally connected to a non-punitive purpose because “[a]lthough 

punitive damages have the concomitant effect of encouraging aggrieved persons to sue for their 

compensatory damages, the primary import of punitive damages is to punish and deter.” Roman 

Catholic Bishop v. Superior Court, 128 Cal. App. 4th 1155, 1172 (Cal. Ct. App. 2005). Because 

FOSTA’s retroactive removal of the CDA 230 defense to civil TVPA claims based on criminal 

conduct is effectively punitive, applying it here would violate the Ex Post Facto Clause.

II. Plaintiffs Have Failed to Allege Any Plausible Claims

As shown above, CDA 230 is fatal to all of Plaintiffs’ claims because they depend on thirdparty content posted on the internet, and the sole claim that is nominally exempted from CDA 230 

cannot be invoked retroactively. But even apart from CDA 230, Plaintiffs do not come close to 

pleading a cognizable claim on the merits. Their claim that Salesforce engaged in federal criminal 

sex trafficking under § 1591—the only claim potentially exempted from CDA 230—borders on 

frivolous, given that their sole basis for such a claim is the sale of off-the-shelf business software 

that Salesforce has sold to tens of thousands of businesses. Nor do Plaintiffs allege facts sufficient 

to support any of their other claims.

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A. Plaintiffs Have Failed Adequately to Allege a TVPA Claim Constituting 

Criminal Sex Trafficking in Violation of 18 U.S.C. § 1591

Plaintiffs have not come close to alleging facts that would establish that Salesforce violated 

the federal criminal sex trafficking provisions of 18 U.S.C. § 1591. See Pub. L. 115-164 § 4(a). 

Section 1591 creates two distinct criminal prohibitions. First, § 1591(a)(1) imposes criminal 

liability on a person directly involved in the trafficking of an individual victim, meaning someone 

who “recruits, entices, harbors, transports, provides, obtains, advertises, maintains, patronizes, or 

solicits by any means a person ... knowing ... that means of force, threats of force, fraud, coercion 

... , or any combination of such means will be used to cause the person to engage in a commercial 

sex act, or that the person has not attained the age of 18 years and will be caused to engage in a 

commercial sex act.” 18 U.S.C. § 1591(a)(1). Although the SAC labels Salesforce a sex-trafficking 

“perpetrator,” it does not allege that Salesforce trafficked, or helped to traffic, G.G. and does not 

even directly allege that Salesforce violated § 1591(a)(1). SAC ¶ 48. 

Second, § 1591(a)(2) builds on § 1591(a)(1) to impose criminal liability on those who

participate in a sex-trafficking venture involving a specific victim. Specifically, it provides that a 

person who “knowingly benefits ... from participation in a venture which has engaged in an act 

described in violation of [§ 1591(a)(1)] ... knowing ... that means of force, threats of force, 

fraud, coercion ... , or any combination of such means will be used to cause the person to engage 

in a commercial sex act, or that the person has not attained the age of 18 years and will be caused 

to engage in a commercial sex act.” 18 U.S.C. § 1591(a)(2).4

 The statute defines “participation 

in a venture” to mean “knowingly assisting, supporting, or facilitating a violation of § 1591(a)(1).” 

 4 The statute allows a lesser form of scienter—“reckless disregard of the facts”—when the acts 

do not involve “advertising,” but advertising is the only act even potentially connected to

Salesforce—namely, the classified ads which posted G.G. on Backpage.com. 18 U.S.C. 

§ 1591(a)(2). 

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Id. § 1591(e)(4) (emphasis added). And for a civil claim under TVPA § 1595 based on a violation 

of § 1591(a)(2), there must be allegations that the defendant “knowingly benefit[ed], financially or 

by receiving anything of value from participation in a venture which that person knew or should 

have known ha[d] engaged in an act in violation of [the TVPA].” Id. § 1595(a) (emphasis added). 

As another court recently summarized, a plaintiff seeking to establish criminal sex 

trafficking must establish “three separate types of knowledge with respect to th[e] venture: 

(1) knowledge as to a benefit received from trafficking; (2) knowledge as to ‘assisting, supporting 

or facilitating’ trafficking; and (3) knowledge that Plaintiff was either a minor or subject to force.” 

Doe 3 v. Red Roof Inns, Inc., No. 1:19-CV-03843-WMR, 2020 WL 1872333, at *3 (N.D. Ga. Apr. 

13, 2020). The SAC alleges no facts to show that Salesforce had any role in a criminal sextrafficking venture with respect to G.G., much less with any of these three types of knowledge.

First, the SAC does not and cannot allege that Salesforce knew that force or coercion was 

being used to cause G.G. to enter into a commercial sex venture or that G.G. was under 18. 18 

U.S.C. § 1591(a)(2). There are no facts even suggesting that Salesforce had contact with, or knew 

anything about, G.G. or the person(s) who allegedly trafficked her, much less that Salesforce had 

“personal knowledge ... that this venture (or someone within the venture) caused a child to engage 

in a commercial sex act.” United States v. Afyare, 632 F. App’x 272, 285 (6th Cir. 2016). The 

SAC alleges only that Plaintiff Rose found a classified ad for G.G. on Backpage and “sent an email 

to Backpage alerting them to the fact that G.G., a child, was being advertised on their Escort Page.” 

SAC ¶ 45. The SAC does not allege that Salesforce knew about this contact. 

Nor does the SAC allege facts showing that Salesforce was aware of the specific content 

of classified ads posted on Backpage, much less the specific ads relating to G.G. They allege that 

“a simple google search would have indicated Backpage was not a general online marketplace, but 

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a center for unlawful conduct” (SAC ¶ 33), but that type of general assertion cannot substitute for 

actual knowledge of any such “unlawful conduct” toward G.G. specifically. As such, the inference 

that Salesforce knowingly participated in trafficking “cannot be reasonably drawn from Plaintiffs’ 

well-pleaded factual allegations.” Silha v. ACT, Inc., 807 F.3d 169, 175 (7th Cir. 2015). And there 

is no effort to allege that Salesforce could or should have learned about the ads for G.G. or any 

other circumstances of her alleged trafficking. Because the broad, generalized allegations about 

knowledge “are not pleaded with enough facts to cross the line from speculative to plausible” as 

to the specific harm to G.G., the claim fails on this basis alone. Alarm Detection Sys., Inc. v. Vill. 

of Schaumburg, 930 F.3d 812, 819 (7th Cir. 2019).

Second, the SAC fails to allege that Salesforce knowingly participated in a venture—i.e., 

knowingly took steps to “assist[], support[] or facilitate[]”—with the criminals who allegedly 

trafficked G.G. 18 U.S.C. § 1591(e)(4). “The participation giving rise to the benefit must be 

participation in a sex-trafficking venture, not participation in other activities.” Geiss v. Weinstein 

Co. Holdings LLC, 383 F. Supp. 3d 156, 169 (S.D.N.Y. 2019). This is a high standard that the 

SAC is worlds away from meeting. The SAC does not even allege that there was a venture between 

Backpage and the persons who posted G.G.’s advertisements. And more significantly, the SAC 

does not allege that Salesforce “knowingly” took any steps to help such a sex-trafficking venture 

between Backpage and G.G.’s traffickers. Instead, the SAC alleges only that Salesforce provided 

Backpage with CRM “tools,” which were then used by Backpage to organize its customer data 

and grow its business. See, e.g., SAC ¶¶ 3–4, 21, 54–55. According to the SAC, Salesforce’s 

software was “used by Backpage” (id. ¶¶ 35, 37, 39, 40), for instance, to “obtain and monitor data” 

(id. ¶ 37), “develop[] direct outreach campaigns” (id. ¶ 39), and “solicit sex traffickers and their 

victims” (id. ¶ 40). Plaintiffs do not allege that Salesforce itself was involved in any of these 

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activities, much less had knowledge of what Backpage allegedly was doing with its software. Nor 

does the SAC even try to connect the dots between Backpage’s use of Salesforce’s software and 

the trafficking of G.G. or the classified ads relating to her.

In the end, Plaintiffs’ federal sex-trafficking claim rests on the unsustainable proposition 

that Salesforce knowingly participated in a sex-trafficking venture of G.G. simply because it sold 

widely used business software to an affiliate of Backpage, which in turn operated the website that 

hosted classified ads posted by persons who allegedly trafficked G.G. If that theory were 

sufficient, countless business software providers would be deemed to have knowingly participated 

in a sex-trafficking venture. That is not and cannot be the law. See, e.g., Red Roof Inns, 2020 WL 

1872333, at *3 (“Association alone cannot establish liability; instead, knowledge and ‘some 

participation in the sex trafficking act itself must be shown.’” (citation omitted)).

Third, the SAC failsto allege facts showing that Salesforce “knowingly” received a “benefit”

from its participation in a sex-trafficking venture relating to G.G. 18 U.S.C. § 1595(a). Under the 

TVPA, any “benefit” must derive from “participation in the sex trafficking act itself,” such that there 

is a causal relationship between the benefit attained and the facilitation of the underlying sextrafficking conduct. Noble v. Weinstein, 335 F. Supp. 3d 504, 524 (S.D.N.Y. 2018). And under the 

“knowing benefit” requirement, “there must be actual ... knowledge of that causal relationship.” 

Geiss, 383 F. Supp. 3d at 169. Here, the SAC broadly alleges that “Salesforce chose profits” despite 

supposedly “learn[ing]” about Backpage’s general practices. SAC ¶ 34. But it does not and cannot 

allege that any profit was gained specifically because of alleged facilitation of Backpage’s sextrafficking ads business, much less ads specifically posted as part of a venture to traffic G.G. 

Ultimately, the only “benefit” that the SAC alleges is revenue from Salesforce’s sale of the CRM 

software subscription, but that is the same benefit that Salesforce derives from all of its customers. 

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See id. ¶ 3. For this reason, also, any claim that Salesforce violated the criminal provisions of 18 

U.S.C. § 1591 fails as a matter of law.

B. Plaintiffs Have Not Alleged Any Other Violation of the TVPA

As shown above, CDA 230 bars any other TVPA claim that Plaintiffs might assert, so the 

Court need not even address those claims on the merits. But even without CDA 230, it is clear 

that Plaintiffs cannot establish any other TVPA claim. 

Plaintiffs first assert a claim under § 1595, which allows a plaintiff who is a victim of a sextrafficking violation to bring a civil action against a defendant who “knowingly benefits” from 

“participation” in a sex-trafficking venture where the defendant “knew or should have known” of 

the violation. 18 U.S.C. § 1595(a). This claim clearly is barred by CDA 230, as shown above, but 

in any event the SAC does not and cannot allege facts showing any connection between Salesforce 

and the criminals who allegedly trafficked or exploited G.G. Plaintiffs allege only that Salesforce 

provided CRM software to a Backpage affiliate and that Backpage used that software to manage data 

about its customers, some of whom, Plaintiffs allege, were traffickers. But that does not equate with 

Salesforce knowingly participating in and benefiting from a sex-trafficking “venture” with any of 

those customers, much less a venture that specifically injured G.G.

Plaintiffs next assert that Salesforce violated 18 U.S.C. § 1590(a) (see SAC ¶ 48), but the

SAC alleges no facts to establish such a violation. Section 1590(a) criminalizes “knowingly 

recruit[ing], harbor[ing], transport[ing], provid[ing], or obtain[ing] by any means, any person for 

labor or services in violation of [the TVPA].” 18 U.S.C. § 1590(a). Put another way, § 1590(a) 

“prohibits human trafficking to further forced labor.” Nunag-Tanedo v. E. Baton Rouge Par. Sch. 

Bd., 790 F. Supp. 2d 1134, 1146 (C.D. Cal. 2011). Plaintiffs have not alleged that Salesforce 

knowingly did anything covered by § 1590(a), with respect to G.G. or anyone else, nor have they 

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alleged that Salesforce knowingly benefited from participation in a venture that Salesforce “knew 

or should have known” committed such a violation. See 18 U.S.C. § 1595(a).5

C. Plaintiffs Have Failed to Allege Adequately Any Violation of Illinois Law

Even if Plaintiffs’ state-law claims were not barred by CDA 230, those claims fail as a 

matter of law. A negligence claim requires facts setting forth a duty of care, a breach of that duty, 

and an injury proximately caused by the breach. Thompson v. Gordon, 241 Ill. 2d 428, 438 (2011). 

Under Illinois law, there is no separate tort of gross negligence, recklessness, or willful and wanton 

conduct, Maglaya v. Kumiga, No. 14-CV-3619, 2015 WL 4624884, at *9–10 (N.D. Ill. Aug. 3, 

2015), so the claim based on these theories merges with the negligence claim. And all of these 

claims fail because Salesforce had no legal duty to prevent the criminal acts that injured G.G, nor 

was any act by Salesforce the legal or factual cause of those injuries. 

1. Duty

The liability theory alleged in the SAC fails to establish any legally cognizable duty on 

Salesforce’s part. Under Illinois law, “[t]here can be no recovery in tort for negligence unless the 

defendant has breached a duty owed to the plaintiff.” Turner v. N. Illinois Gas Co., 401 Ill. App. 

3d 698, 704 (2010). Whether such a duty exists is a question of law. Id. 

The SAC alleges that “Salesforce had a duty to the general public and to persons affected 

by its products, ... to take reasonable steps to protect them from the foreseeable dangers of its 

products as related to human trafficking.” (SAC ¶ 52.) But Illinois law does not recognize any 

such duty. Illinois courts repeatedly hold that there is no duty to control the distribution of a nondefective product to the general public, even if (unlike here) the product is dangerous such as a 

handgun. See, e.g., Riordan v. Int’l Armament Corp., 132 Ill. App. 3d 642, 646 (1985) (no duty 

 5 The SAC also fails adequately to allege a violation of § 1593A of the TVPA (which is invoked 

in the SAC at ¶ 48) for the same reasons that they have not alleged a violation of § 1591.

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for manufacturers and distributors of handguns to prevent sale to persons reasonably likely to cause 

harm to the public); Linton v. Smith & Wesson, 127 Ill. App. 3d 676, 678 (1984) (same). Under 

these cases, Salesforce has no duty to monitor the downstream use of its software—which, in any 

event, is not inherently dangerous, has no unique utility for sex trafficking, and is simply a general 

business tool used by many legitimate businesses. Linsley Decl., Ex. B; SAC ¶ 35. 

The lack of legal duty here is especially clear given that the SAC seeks to hold Salesforce 

liable for alleged criminal acts of third parties. “Ordinarily, a party owes no duty of care to protect 

another from the harmful or criminal acts of third persons.” MacDonald v. Hinton, 361 Ill. App. 

3d 378, 382 (2005). Although there are specific exceptions to this rule—“(1) when the parties are 

in a special relationship ... and the harm is foreseeable; (2) when an employee is in imminent 

danger and this is known to the employer; (3) when a principal fails to warn his agent of an 

unreasonable risk of harm involved in the agency; and (4) when any party voluntarily or 

contractually assumes a duty to protect another from the harmful acts of a third party”—none 

applies here. Aidroos v. Vance Uniformed Prot. Servs., Inc., 386 Ill. App. 3d 167, 172 (2008). 

Nor can Plaintiffs establish duty based on the theory that Salesforce assisted a third party 

who, in turn, committed the criminal act. As the Seventh Circuit held in Vesely v. Armslist LLC, 

762 F.3d 661, 666 (7th Cir. 2014), even allegations that Armslist “design[ed] its website to 

encourage its users to circumvent existing gun laws” cannot establish the level of “assistance” 

necessary to create a duty to protect individuals potentially harmed by those users. Here, there are 

no allegations that Salesforce “designed” its software for an unlawful purpose or “encourage[d]” 

its customers to violate the law. Plaintiffs not only fail to allege these facts, but specifically 

removed such “customization” allegations from their complaint after Salesforce sent its Rule 11 

letter. And even the removed “customization” allegations would be inadequate as a matter of law 

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because “enabling consumers to use a legal service is far removed from encouraging them to 

commit an illegal act.” Id. In short, selling a general software product does not create a duty for 

the seller to monitor how it is used. 

2. Causation

The SAC also fails to allege any causation between Salesforce’s alleged conduct—the 

provision of CRM software to Backpage—and the harm to G.G. Under Illinois law, “there are 

two requirements for a showing of proximate cause: cause in fact and legal cause.” Crumpton v. 

Walgreen Co., 375 Ill. App. 3d 73, 79 (2007). Causation “cannot be based on mere conjecture or 

speculation as to what possibly happened to cause the injury.” Majetich v. P.T. Ferro Const. Co., 

389 Ill. App. 3d 220, 227 (2009). Here, the facts alleged cannot establish either causation 

requirement because the allegations reveal an insurmountable chasm between the alleged acts of 

Salesforce and the actions of independent third-party criminals who caused Plaintiffs’ injuries. 

The facts alleged in the SAC do not come close to establishing that anything Salesforce 

allegedly did was a “cause in fact” of G.G.’s injuries, all of which were allegedly caused by a thirdparty trafficker and individuals who answered the trafficker’s classified ads. “A defendant’s

conduct is a cause in fact of the plaintiff’s injury only if that conduct is a material element and a 

substantial factor in bringing about the injury.” First Springfield Bank & Tr. v. Galman, 188 Ill. 

2d 252, 258 (1999). As the SAC makes clear, G.G.’s injuries resulted from her being trafficked 

and offered for sale through classified ads posted on Backpage.com, allegedly facilitated by 

Backpage’s content policies. SAC ¶¶ 44–45. There is no allegation that Salesforce had a role in 

abducting G.G., assisting her trafficker in doing so, creating or facilitating classified ads geared 

toward trafficking, or contributing to Backpage’s policies and practices regarding such ads, much 

less establishing that Salesforce was a “substantial factor” in causing G.G.’s injuries. Salesforce 

is alleged only to have provided its CRM tool that it marketed generally to businesses seeking to 

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improve and streamline the way they manage their customer data. SAC ¶¶ 3–4, 21, 25. 

At most, the SAC alleges that (1) traffickers advertised G.G. on Backpage.com, and 

(2) Backpage—not Salesforce—used Salesforce’s CRM software in generally managing its 

business and customer data. These allegations are insufficient to meet Plaintiffs’ burden of

“affirmatively and positively show[ing] that the defendant’s alleged negligence caused the injuries 

for which the plaintiff seeks to recover.” Keating v. 68th & Paxton, L.L.C., 401 Ill. App. 3d 456, 

473 (2010) (quotation marks and citation omitted). In fact, the SAC does not allege that

Salesforce’s CRM software was essential to Backpage allowing sex traffickers to post on its site, 

much less that the traffickers would not have exploited G.G. but for Salesforce’s software. Indeed, 

even assuming that some type of CRM software was essential to Backpage’s operations, the SAC 

offers no facts that Backpage could not have found another vendor for such software. 

Even if Salesforce’s sale of software to Backpage could be considered a “cause in fact” of 

G.G.’s injury, it clearly was not the legal cause, meaning something that “produces an injury 

through a natural and continuous sequence of events unbroken by any effective intervening cause.” 

Kleen v. Homak Mfg. Co., 321 Ill. App. 3d 639, 641 (2001); see also Merlo v. Pub. Serv. Co., 381 

Ill. 300, 316–17 (1942) (test is whether a party “might have reasonably anticipated the intervening 

cause as a natural and probable result” of its action). Again, the core theory of the SAC is that 

Salesforce sold off-the-shelf software to an affiliate of Backpage, which then allowed traffickers 

to post classified ads on its website. The SAC does not even allege any direct or plausible link 

between the software that Salesforce provided and the classified ads posted on the site, much less 

that Salesforce itself had anything to do with those ads. In fact, Salesforce is two steps removed 

from G.G.’s alleged traffickers: G.G.’s injuries were caused by independent intervening criminal 

acts of unidentified third parties (her traffickers), and facilitated by the actions of yet another third 

Case: 1:20-cv-02335 Document #: 40 Filed: 07/17/20 Page 29 of 33 PageID #:299
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party (Backpage). Salesforce’s provision of software to Backpage, at most, “d[id] nothing more 

than furnish a condition which ma[de] an injury possible,” but Illinois courts have made clear that 

that is insufficient. Lane v. City of Harvey, 178 Ill. App. 3d 270, 275 (1988). Accordingly, there 

can be no legal cause as to Salesforce.

Nor were the actions of G.G.’s trafficker reasonably foreseeable as a natural and probable 

consequence of Salesforce’s sale of business software to a Backpage affiliate, even if such 

foreseeability were sufficient to show legal causation. Even assuming Backpage misused the 

software, which the SAC does not allege, Salesforce cannot reasonably anticipate all the ways that 

its tens of thousands of customers might use or misuse its software. Under Plaintiffs’ theory, 

vendors of other common business tools or services—cellphone service providers, computer 

manufacturers, web-hosting companies, and others—also proximately caused G.G.’s injuries, 

because Backpage used many of these products while conducting illicit activity. But courts have 

rejected such limitless theories, which would extend the concept of proximate cause beyond 

recognition. See Doe v. GTE Corp., 347 F.3d 655, 659 (7th Cir. 2003) (“That web hosting services 

likewise may be used to carry out illegal activities does not justify condemning their provision 

whenever a given customer turns out to be crooked.”); Craigslist, 519 F.3d at 672 (“If craigslist 

‘causes’ the discriminatory [ads], then so do phone companies and courier services (and, for that 

matter, the firms that make the computers and software that owners use to post their notices online) 

....”). The SAC’s theory would cause the very outcome that proximate cause rules seek to avoid. 

See Rodriguez v. Glock, Inc., 28 F. Supp. 2d 1064, 1072 (N.D. Ill. 1998) (“The law declines to 

hold a manufacturer liable for every injury connected with its product ... [because] [t]o do so 

would make the manufacturer an insurer of its product, a position rejected by the Illinois Supreme 

Court.”); see also Vesely, 762 F.3d at 666; Dart, 665 F. Supp. 2d at 968–69.

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Federal courts have reached similar conclusions regarding liability for internet platforms 

used by terrorists. In Crosby v. Twitter, Inc., 921 F.3d 617, 620–21 (6th Cir. 2019), the Sixth 

Circuit affirmed the dismissal of claims premised on allegations that Twitter, Google, and 

Facebook “allow[ed] ISIS to reach a global audience, attracting new recruits and inspiring ‘lone 

actor attacks’” that allegedly led to the Orlando nightclub shooting. Although the plaintiffs alleged 

that these companies knew of ISIS’s use of their platforms and “ignore[d] requests to block ISIS,” 

the Sixth Circuit held that the plaintiffs’ claims failed for lack of proximate cause, noting that “the 

content did not compel [the shooter’s] actions.” Id. at 620, 624–27. And in Fields v. Twitter, Inc., 

881 F.3d 739 (9th Cir. 2018), the Ninth Circuit rejected as insufficient allegations that Twitter’s

knowing provision to ISIS of a forum and secure messaging service that allowed ISIS to grow and 

gain strength proximately caused the terrorist attacks that ISIS ultimately committed or inspired, 

even though the plaintiffs alleged that Twitter knew that ISIS was using its site and refused to 

change its content rules to prevent such use. Id. at 742–43. 

Likewise, here, the SAC alleges no facts suggesting that Salesforce itself had any role in 

collecting or managing any of the customer data, or conducting direct marketing to customers. 

The provider of a computer network or phone system does not “cause” harm to third parties when 

a customer using those products directs its business to wrongful ends. But even if the SAC 

sufficiently alleged that Salesforce knew about the illicit nature of Backpage’s business and that 

Backpage had no legitimate aspect to its business (which it has not), that still does not mean that 

actions allegedly helping Backpage to “grow” suffice to establish proximate causation. Indeed, 

such allegations were insufficient in both Crosby and Fields. 

CONCLUSION

For all of the above reasons, the Court should dismiss this action with prejudice.

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DATED: July 17, 2020 Respectfully submitted,

/s/ Patricia Brown Holmes

Patricia Brown Holmes

Lucas T. Rael 

RILEY SAFER HOLMES & CANCILA LLP

70 W. Madison St., Ste. 2900

Chicago, Illinois 60602

Telephone: (312) 472-8700 

Facsimile: (312) 471-8701 

pholmes@rshc-law.com

lrael@rshc-law.com 

Kristin A. Linsley (admitted pro hac vice)

GIBSON, DUNN & CRUTCHER LLP

555 Mission Street

San Francisco, CA 94105-0921

Telephone: 415.393.8395

Facsimile: 415.374.8471

klinsley@gibsondunn.com

Bradley J. Hamburger (admitted pro hac vice)

GIBSON, DUNN & CRUTCHER LLP

333 South Grand Avenue

Los Angeles, CA 90071-3197 

Telephone: 213.229.7658

Facsimile: 213.229.6658

bhamburger@gibsondunn.com

Veronica S. Lewis (admitted pro hac vice)

Andrew LeGrand

GIBSON, DUNN & CRUTCHER LLP

2001 Ross Avenue, Suite 2100

Dallas, TX 75201

Telephone: 214.698.3100

Facsimile: 214.571.2900

vlewis@gibsondunn.com

alegrand@gibsondunn.com

Counsel for Defendant salesforce.com, inc. 

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CERTIFICATE OF SERVICE

I hereby certify that on the 17th day of July, 2020, the foregoing document was filed 

using the Court’s CM/ECF system. In addition, (1) the filing is available for viewing and 

downloading via the CM/ECF system, and (2) the CM/ECF system will send notification of this 

filing to all attorneys of record who have registered for CM/ECF updates.

/s/ Patricia Brown Holmes

Patricia Brown Holmes

Case: 1:20-cv-02335 Document #: 40 Filed: 07/17/20 Page 33 of 33 PageID #:303