In a putative class action in the District of Delaware against Match Group, Inc., a magistrate judge has recommended that a motion to dismiss be granted based on finding that alleged misrepresentations were non-actionable puffery, opinion, and/or forward-looking statements.  The opinion offers a useful analysis, with examples, of how these concepts are appropriately applied.

Match Group owns and operates several online dating services, including Tinder, Hinge,, and OkCupid. Plaintiffs, including a shareholder seeking to recover on behalf of all Match Group investors, brought claims under the Securities Exchange Act alleging that Match Group made material misrepresentations and omissions regarding a) the integration of Hyperconnect (a “social discovery and video technology” company acquired by Match Group); and b) the performance of two new Tinder product offerings, Explore (an interactive social discovery interface, seeking to match users based on similar interests) and Tinder Coins (an in-app currency).

The magistrate judge agreed with Match Group that the complaint should be dismissed because the statements in question were either accurate and non-contradictory, or non-actionable puffery, opinion, and/or forward-looking statements. See Bardaji v. Match Group Inc. et al., No. 1:23-cv-00245 (D. Del. June 27, 2024).

For example, statements that “[W]e continue to make great progress working with Hyperconnect” and “Our teams are collaborating really well globally” are expressions of “corporate optimism,” which are non-actionable puffery. Similarly, statements that Explore was “already demonstrating increased activity and engagement among members” and that Coins “will help power Tinder’s virtual goods ecosystem” are “generic optimism about new product initiatives,” and are thus likewise non-actionable puffery.

One statement (“we think they [the Hyperconnect team] are very quick on product”) was non-actionable because it merely expressed an opinion that was truly held when uttered.

Several other statements were non-actionable because they were forward-looking statements accompanied by clarifying, cautionary statements. For example, “[o]ur outlook is still for a relatively flat performance” was accompanied by statements about potential operational and financial risks, and thus the “total mix” of information was not a misrepresentation. Similarly, statements about projected financial growth were non-actionable because they were accompanied by cautionary, clarifying statements about how financial performance is “inherently subject to uncertainties, risks and changes in circumstance that are difficult to predict.”

The district judge has not yet acted on the magistrate’s recommendation.