The Business Was Built on Facebook. The Right to Stay Was Not.

Commercial dependence is not legal control

Shared is a Canadian online publisher whose business model used Facebook pages and paid advertising to attract views. The Ninth Circuit described a long and increasingly strained relationship. Meta accepted most of Shared's proposed ads, but rejected more than 18,000 for reasons that included sensational content, excessive focus on body parts, and allegedly deceptive or misleading practices. Shared continued using the service. In October 2020, Meta disabled the pages for repeated violations of its terms and policies.

Shared sued on several theories. The appeal addressed its conversion claim, which asserted an exclusive property right in the Facebook pages and treated unpublishing them as interference with that property. The label had intuitive force. A page with millions of followers can be worth more to a company than many assets that appear on its balance sheet. Employees create the content, the business pays for promotion, and years of audience behavior accumulate around the account.

But value and control are different. The court did not decide that online accounts can never carry protectable property interests for any purpose. It held that this claim sought liability for Meta's decision to withdraw third-party content from publication. Section 230 asks what duty the defendant allegedly violated, not what name the plaintiff placed on the cause of action. When the alleged wrong is the act of unpublishing, conversion does not stop being an editorial claim merely because the page was commercially important.

Section 230 follows the duty, not the pleading label

Section 230(c)(1) says that a provider or user of an interactive computer service shall not be treated as the publisher or speaker of information provided by another information content provider. Ninth Circuit precedent applies that protection when a defendant is an interactive computer service, the plaintiff seeks to treat it as a publisher or speaker, and the disputed information came from someone else. Shared contested the middle element.

The panel's answer was functional. Publishers decide what to review, edit, publish, and withdraw. Meta was performing that conventional function when it removed Shared's pages and prevented additional advertising. The fact that Facebook sells advertising did not make the removal less editorial under the circuit's precedent. Nor could Shared avoid the analysis by describing the same act as interference with property.

That approach matters well beyond social media. A complaint can describe platform conduct as negligence, conversion, interference, contract, consumer deception, or another state-law theory. None of those labels answers the Section 230 question. Counsel must identify the source of the asserted duty and the conduct that liability would require the platform to change. If the requested rule would punish a platform for deciding whether another person's content remains available, the publishing issue is present even when the complaint never uses that word.

The converse also matters. Section 230 is not a general immunity from everything an online company does. The statute has express limits, and courts distinguish a platform's own content, independent promises, product conduct, and other duties that do not derive from treating the defendant as the publisher of third-party material. The Shared decision is powerful because it is specific, not because it eliminates the rest of the analysis.

A contract exception exists, but the promise has to be real

Shared tried to bring the case within the Ninth Circuit's contract decisions. Its theory was that Meta's Terms of Service promised not to disable the pages unless Shared clearly, seriously, or repeatedly violated Facebook's rules. The panel saw two problems. Shared's complaint had not identified that promise, and the cited language said Meta could act if it determined that a violation had occurred. That language reserved discretion to Meta rather than transferring the decision to the account holder or a court.

More fundamentally, the provision described when Meta could exercise editorial control. Putting publishing discretion into a contract did not transform it into a duty separate from publishing. The court compared two different kinds of promises. In Barnes v. Yahoo!, an employee specifically promised a user that intimate images would be removed. In Calise v. Meta, the plaintiffs relied on a commitment to combat advertisements that defrauded or exploited people for money or property. Those alleged promises could support duties beyond an ordinary decision about whether to carry a particular account's content.

The distinction is narrower than the slogan that contracts defeat Section 230. A court first asks where the asserted right comes from. If it comes from a genuine agreement rather than the defendant's publisher status, the claim may clear the first step. It then asks what the duty requires. A supposed promise that merely restates the platform's authority to select or remove content remains tied to publishing. The words Terms of Service do not perform the legal work by themselves.

For lawyers drafting or litigating platform agreements, precision is therefore decisive. Identify the promise, who received it, what performance it requires, and whether enforcing it would impose liability for carrying or removing third-party content. A general statement of aspiration, a unilateral reservation of discretion, and a specific commitment made to induce reliance are not interchangeable documents merely because each appears in a contractual setting.

The continuity lesson is contractual and operational

Shared's loss should not be reduced to the observation that a business ought to read the fine print. Sophisticated companies read platform terms and still accept them because the distribution is valuable and the bargaining power is not equal. The more useful question is what a business should do when access can be lawful, lucrative, and revocable at the same time.

First, treat a hosted audience as a channel rather than a possession. Preserve the content and the records the platform allows the business to export. Build direct relationships through a website, mailing list, customer account, or other channel the business can lawfully maintain. Keep a current inventory of who controls credentials, appeals, ad accounts, billing, and policy notices. None of this guarantees continued reach. It reduces the chance that one moderation decision also becomes an evidence, communications, and continuity crisis.

Second, do not let the legal strategy begin with the business team's metaphor. Saying that an account was stolen, erased, censored, or converted may express the commercial harm without identifying a viable duty. The file needs the operative terms from the relevant period, the exact removal notices, the content and advertising history, any individualized representations, appeal records, damages evidence, and the remedy actually sought. Section 230 analysis turns on the conduct and duty, while contract analysis turns on the promise. Both can be lost when the record contains only the consequence.

Finally, lawyers and their clients should resist the comforting fiction that follower count equals enterprise value under the company's control. It may generate revenue. It may support a valuation. It may disappear under rules written and interpreted by another institution. Shared Partnership does not make platform dependence irrational. It makes the dependency visible. A business can build on rented distribution. It should not confuse the scale of what it built with the strength of its right to remain there.

A platform audience can be commercially valuable without becoming an asset the business controls.