Musi v. Apple: When “At Any Time, With or Without Cause” Means What It Says

The Northern District of California recently issued two decisions in  that carry important lessons for developers navigating App Store disputes. The first dismisses Musi’s complaint with prejudice. The second sanctions Musi’s counsel for a fabricated allegation. Together, they clarify just how broad Apple’s contractual removal rights are — and how courts will police overreach by plaintiffs.

Background

Musi operated a music streaming app that drew content from YouTube and sold advertising over it. The app was available on the App Store for years, but Apple removed it in September 2024 after complaints from YouTube, Sony Music, the National Music Publishers’ Association, and other rightsholders. Musi claimed the complaints were pretextual and that Apple had secretly orchestrated them to appease its music industry partners. It sued for breach of the Developer Program License Agreement (“DPLA”) and breach of the implied covenant of good faith and fair dealing.

The Motion to Dismiss

Apple’s defense rested on a single clause: the DPLA permits Apple to “cease marketing, offering, and allowing download by end-users of the Licensed Applications at any time, with or without cause, by providing notice.” Apple gave notice. Under that plain language, the court held, Apple did not breach the contract.

Musi tried to reframe the same provision as a constraint. The DPLA also states that Apple may cease offering an app if it “reasonably believes, based on human and/or systematic review,” that the app infringes intellectual property rights. Musi argued this clause required Apple to form a reasonable belief before acting. The court disagreed. The clause is prefaced by “without limiting the generality of this Section 6.3” — language that signals an illustrative example, not a limitation on the general right. Reading it as Musi proposed would have rendered the “at any time, with or without cause” language superfluous. Courts do not do that.

The implied covenant argument fared no better. California law does not permit the implied covenant to override what a contract expressly allows. Where a contract gives one party the right to terminate at will upon notice — a mutual right here, since Musi could withdraw its app on the same terms — there is no room for an implied constraint. The court also noted that even if the implied covenant applied, Musi had not plausibly alleged bad faith: Apple was facing active, unresolved complaints from multiple rightsholders, and the implied covenant does not require a platform to side with a developer in that dispute.

Dismissal was without leave to amend. Musi had already amended once after two months of expedited discovery, including depositions of two Apple witnesses and review of over 3,500 documents. The legal deficiencies were the same ones the court had flagged at the preliminary injunction stage. Further amendment would have been futile.

The Rule 11 Sanctions

Apple separately moved for sanctions over three allegations in the amended complaint. The court granted the motion as to one. Musi’s first paragraph alleged that Apple “knew that this ‘evidence’ was false, as it has since admitted.” There was no such admission. The deposition testimony Musi relied on showed only that an Apple witness acknowledged receiving an email — not that Apple conceded the evidence was false. Making that leap after two months of discovery, and presenting it as established fact in the opening paragraph of a complaint, violated Rule 11.

The sanction was proportionate: the offending clause was stricken, and Apple was awarded its fees and costs for the sanctions motion. Those costs were assessed against Winston & Strawn, not Musi. The court declined to strike the entire complaint, reasoning that the violation did not pervade the whole pleading. As for the other challenged allegations — that Apple “solicited” YouTube’s complaint and that prior complaints had all been resolved — the court found them misleading but not quite baseless. Vigorous advocacy has limits, but it does not require perfection.

What This Means for Developers

The DPLA’s structure is representative of platform agreements generally. When a contract gives a platform the right to act “at any time, with or without cause,” courts will take that language at face value. A clause listing specific grounds for removal does not limit the broader right unless the contract says it does — and the DPLA expressly says it does not.

Implied covenant claims are a natural fallback when express contract language cuts against a developer. But California courts have consistently held that the covenant cannot prohibit what a contract expressly permits, particularly where the termination right is mutual and conditioned on notice. Musi had a colorable theory that Apple acted in bad faith, and it pursued that theory aggressively. The court’s conclusion — that even a bad-faith framing cannot overcome an express “with or without cause” clause — confirms that App Store removal disputes are very hard to litigate on contract grounds alone.

The sanctions order carries a separate message. After discovery, factual allegations must be grounded in what the record actually shows. Characterizing a witness’s acknowledgment of an email as an “admission” of wrongdoing is the kind of overstatement that courts will punish — especially when counsel has had months and thousands of documents to work with.

The case is Musi Inc. v. Apple Inc., No. 24-cv-06920-EKL (N.D. Cal. March 16, 2026).