Utopia Music

Utopia Music is facing a lawsuit that claims the Swiss company has bailed on a $26.5 million deal to buy a U.S. music technology company called SourceAudio — and now owes more than $37 million.

In a complaint filed Monday (Feb. 13) in Delaware court, lawyers for California-based SourceAudio — a tech platform for digital asset management and monetization — claimed that the company had struck a deal in March 2022 to sell itself to Utopia, a buzzy music fintech firm that has reached a number of such deals over the past two years.

But SourceAudio’s lawsuit says that since striking the deal on March 14 — which could have closed as soon as May 9 — the bigger company has continually balked at actually completing the deal, informing them it was “not prepared to close the transaction.”

“Despite repeated assurances that Utopia would be able to close…, Utopia engaged in a pattern of discontinuing discussions for an extended period of time, only to resurface immediately before the next intended closing date to indicate that it was unable to close by such date,” the complaint reads.

To account for the delays, SourceAudio claims that Utopia agreed to increase the sale price by $334,000 for every calendar week after Nov. 1 that the deal didn’t close. More than three months later, the lawsuit claims those escalators mean that Utopia now owes $37.265 million.

SourceAudio says it’s “ready, willing, and able” to finalize the deal, and that Utopia is legally bound to do so. “SourceAudio requests that Utopia be ordered to specifically perform its obligations,” the smaller company wrote. “In the alternative, SourceAudio has been damaged by Utopia’s breach in an amount to be determined at trial, but no less than $37.265 million.”

In a statement to Billboard, a spokesperson for Utopia refuted the lawsuit’s allegations but provided little additional detail: “Utopia Music rejects the claims made by the plaintiff. As the legal proceedings are ongoing, we will not comment further.”

Utopia, a Swiss-based tech company that delivers financial services for labels, publishers and distributors, has been on a buying spree over the past two years. The company has acquired at least 15 companies, including music tech company Musimap, U.K. physical distributor Cinram Novum and Lyric Financial, a provider of royalty-backed cash advances.

But in November, news broke that Utopia would restructure operations and lay off 20% of its workforce. As first reported by Music Week, CEO Markku Mäkeläinen told staffers in an internal email that the company had “grown via acquisitions tremendously quickly” and would now need to “realise synergies” and “remove overlaps.”