Celonis V. SAP Update: What Celonis's Proposed Second Amended Complaint Adds To The Lawsuit

On May 2, 2026, Celonis filed a motion in Celonis SE v. SAP SE, Case No. 3:25-cv-02519-VC (N.D. Cal.), for leave to file a Second Amended Complaint. The proposed pleading — running 117 pages — has not yet been approved by Judge Vince Chhabria, but it is publicly filed and worth reading. 

Stripped of the antitrust framing, the proposed complaint is a detailed account of an enterprise software vendor squeezing its installed base. Here is what is alleged, organized by what is happening to the customer rather than by claim.

The Customer Owns the Data, But Cannot Get to It

Celonis alleges that SAP's own General Terms and Conditions for Cloud Services confirm that customers own their enterprise data. The data resides in the customer's instance of the SAP ERP system, often on the customer's own servers. Celonis's process-mining tool reads that data from the customer's environment. SAP is not in the path.

Notwithstanding that ownership structure, the proposed complaint walks through a sequence of SAP technical notes — each of which incrementally narrowed how a customer could extract its own data for use with a non-SAP tool. Celonis alleges that after the sequence of changes, only two extraction pathways remain technically permitted: OData, which SAP has withdrawn support for, and Datasphere, an SAP product that the complaint alleges carries fees so high that using it as an extraction conduit to a non-SAP tool is commercially infeasible — sometimes exceeding the cost of the third-party tool itself.

The customer-side picture this paints is a familiar one. A customer that purchased SAP ERP under a set of expectations about its ability to work with the third-party tools of its choice has watched those expectations narrow through a succession of vendor-published technical notes the customer never specifically agreed to. The customer's contract did not change. The technical implementation of the customer's contract did.

SAP Allegedly Lied to its Customers to Get Them to Stop Using a Vendor They Liked

The most operationally consequential allegations in the proposed amended complaint are the false-statement allegations. Celonis identifies — by individual SAP employee, by date, by customer, and by substance — specific communications in which SAP told joint customers that using Celonis would violate license terms, require purchase of additional database or HANA full-use licenses, render the customer non-compliant with SAP policy, or imperil S/4HANA migration. The proposed pleading references internal SAP materials that, according to Celonis, instructed SAP account teams to make these statements on a "case-by-case basis" and to avoid any "general compliance campaign" or "public communications" — a directive Celonis cites as evidence that SAP itself recognized the statements were problematic.

For the customers on the receiving end of those conversations, the experience was not abstract. The proposed complaint reflects customer inquiries to Celonis in which the customer reported being told its current extraction processes were "no longer permitted," asked Celonis whether it was "in compliance with SAP requirements," reported having been "warned" about future problems with Celonis after migrating to S/4HANA, and asked whether SAP would "want to charge us" for the data connection. One customer told Celonis that as a result of what SAP had communicated, the customer "may be unable to implement Celonis" on its S/4HANA instance. Another reduced its Celonis contract because of its understanding that the Celonis approach "is not allowed." These are not antitrust harms in the abstract. They are operational decisions enterprise customers made based on information the proposed complaint alleges was false.

Customers Were Pushed Into a Bundle Whether They Wanted It Or Not

Celonis alleges that SAP has been giving Signavio — its own process-mining product — away free or near-free inside the RISE bundle, with an internal directive to "include Signavio in every software sale." The customer effect is that customers renewing or expanding their SAP relationship receive Signavio at no additional incremental cost, and Celonis alleges that this has caused customers to drop or scale back their Celonis usage in favor of a product the proposed complaint characterizes as inferior. Celonis identifies multiple lost expansion and renewal contracts — customer names redacted — where Celonis was told the reason for the loss was Signavio's inclusion in a RISE bundle.

For customers, the dynamic is one we see repeatedly in enterprise software. A bundled component is presented as free, which makes it operationally rational to consume it. The free component then displaces a third-party tool the customer had been paying for. The customer "saves money" in the short run and loses optionality in the long run, as the third-party market shrinks and the vendor's bundled offering becomes the default.

Customers Are Migration Hostages

Threaded through the proposed pleading is an allegation that resonates with our practice and bears separate attention: customers' relationships with third-party tools are being disrupted at the exact moment customers are migrating to S/4HANA, and SAP is using the migration as leverage. The proposed amended complaint alleges that SAP communicated to customers that continued use of Celonis could jeopardize their S/4HANA migration — a migration most enterprise SAP customers cannot realistically defer. The proposed pleading frames this as part of a coercive scheme. The customer-side characterization is simpler: the customer cannot exit, cannot defer the migration, and is making procurement decisions about third-party tools under conditions in which the dominant vendor is communicating that the customer's strategic IT future depends on cooperating.

That is the textbook fact pattern of economic duress under Rich & Whillock, Inc. v. Ashton Development, Inc., 157 Cal. App. 3d 1154 (1984), and an important reason customers facing this type of vendor pressure should preserve communications carefully and consider counsel involvement early.

Customer Choice — Once Promised, Now Allegedly Removed

The proposed complaint quotes SAP's own historical promises of an "open ecosystem" and "free customer choice," made publicly between 2012 and 2018, on which Celonis and other third-party developers built their businesses. The same proposed complaint alleges that SAP continues to advertise its platform as an "open ecosystem" on customer-facing materials, while internally directing the conduct described above. The complaint also notes that SAP gave explicit assurances to antitrust regulators reviewing the Signavio acquisition that process-management software like Signavio would require only "scanner access" with no fees for indirect use applicable — assurances Celonis says SAP has not honored.

For customers, the gap between vendor public messaging and vendor account-team conduct is a recurring theme. The proposed complaint illustrates how that gap can be documented and ultimately litigated.

What This Means for SAP Customers Right Now

A few practical observations follow from reading the proposed Second Amended Complaint as a customer-side document.

First, document everything. The proposed pleading is built on emails, sales-team communications, internal SAP slides, and customer-to-vendor inquiries. The customer that preserves these communications — whether or not it ever intends to litigate — is the customer with the strongest hand at the next renewal.

Second, treat compliance assertions skeptically. The proposed complaint alleges that the central pattern of SAP's customer-facing campaign was false statements that the customer's use of Celonis was non-compliant, would trigger additional license requirements, or would create technical or migration risk. Customers who hear similar assertions from any enterprise vendor should obtain those assertions in writing and route them through counsel before acting on them. Vendor compliance claims are not self-validating.

Third, recognize what California law provides. We have written before about the California-law tools available to customers facing aggressive vendor conduct: the implied covenant of good faith and fair dealing under Carma Developers (Cal.), Inc. v. Marathon Development California, Inc., 2 Cal. 4th 342 (1992); California's Unfair Competition Law under Business and Professions Code section 17200; economic duress under Rich & Whillock; and tortious interference theories where the vendor's conduct disrupts the customer's relationships with third parties. The Celonis litigation is a live test of how these tools apply to enterprise software conduct. The legal infrastructure California customers can use is more developed than is often appreciated.

Fourth, the third-party tools customers depend on may have claims of their own. Celonis is litigating in its own name, but the conduct it describes is conduct directed at SAP customers. Customers whose preferred third-party tools have been the target of similar vendor pressure should be aware that the third party may have independent claims, and that the customer's documentation may be relevant evidence in those proceedings.

Caveats

Two important ones. First, this is a proposed pleading. The Court has not yet granted leave to amend; until it does, the First Amended Complaint remains the operative pleading. Second, these are allegations only. SAP has denied the allegations in its responsive pleadings and will be entitled to test them through discovery, dispositive motions, and ultimately at the December 7, 2026 trial. Nothing in this post should be read as a finding or conclusion about the merits.

Closing Thought

The most important sentence in the proposed amended complaint, from the customer's perspective, may be the one in which Celonis frames its own theory: customers buy SAP's ERP software to collect and run their own data, and SAP is allegedly using its control over that ecosystem to deny customers the freedom to work with the providers of their choice. Whether or not Celonis ultimately proves its case, the underlying dynamic — a dominant enterprise vendor narrowing customer choice through technical, contractual, and informational levers — is one California licensees will continue to encounter. The proposed pleading is a useful map of what that dynamic looks like in practice and where the legal pressure points are.

We will continue to monitor the case as the Court rules on the motion to amend.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.