IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
MASTERWORKS, LLC, ) ) Plaintiff, ) ) C.A. No. N25C-06-243 FWW v. ) ) JOHN DOE, ) ) Defendant. )
Submitted: September 19, 2025 Decided: December 8, 2025
Upon Defendant John Doe’s Motion to Dismiss DENIED.
Upon Defendant John Doe’s Motion for a Protective Order DENIED.
ORDER
Jennifer L. Cree, Esquire, LANDIS RATH & COBB LLP, 919 Market Street, Suite 1800, Wilmington, DE 19801, attorney for Plaintiff Appellee Masterworks, LLC.
Christopher Isaac, Esquire, IPPOLITI LAW GROUP, 1225 King Street, Wilmington, DE 19801, attorney for Defendant John Doe
WHARTON, J. This 8th day of December 2025 upon consideration of Defendant John Doe’s
(“Defendant”) Motion to Dismiss the Complaint (“Motion to Dismiss”) and Motion
for a Protective Order regarding Pre-Service Discovery (“Motion for Protective
Order”),1 Masterworks, LLC’s (“Masterworks”) Response in Opposition,2
Defendant’s Reply in Support of their Motion,3 and the record in this case, it appears
to the Court that:
1. Plaintiff filed its Complaint on June 25, 2025. 4 Plaintiff also filed an
Ex Parte Motion to file the Complaint against Defendant John Doe on June 25,
2025. 5 Plaintiff’s Motion was granted by the court on June 27, 2025.6
2. Plaintiff Masterworks is a Delaware limited liability company with its
principal place of business at One World Trade Center, 57th Floor, New York, NY
10007.7 Defendant, sued as John Doe and alleged to be the principal or principals
operating and profiting from the website WantFI.com, is an individual or entity of
unknown residence.8
1 Def.’s Mot. to Dismiss, D.I. 7. (“MTD”); Def.’s Mot. for a Protective Order, D.I. 8. (“MPO”). 2 Pl.’s. Resp. to MTD, D.I. 11.; Pl.’s Resp. to MPO, D.I. 12. 3 Def.’s Reply to MTD, D.I. 14.; Def.’s Reply to MPO, D.I. 15. 4 Compl., D.I. 1. 5 Pl.’s Ex Parte Motion to File Complaint, D.I. 1. 6 Order, D.I. 2. 7 Compl. at 2. 8 Id. 2 3. Masterworks operates an online investment platform 9 that enables
investors to purchase ownership interests in special purpose companies that invest
in distinct artworks or collections of artworks.10 Once users establish profiles on the
website, they can view potential artwork investment opportunities, the details, and
execute the contractual documents. 11 Masterworks’ employs art specialists that
manage sale timing based on market conditions and work with collectors and auction
houses to sell the artworks, to then distribute proceeds to investors.12 Masterworks
asserts that it is in full compliance with SEC and other applicable regulations and
makes all required disclosures to the investors.13
4. According to the complaint, WantFI is the publisher of the commercial
website WantFI.com, which is designed to earn revenue by attracting consumer
attention through sensationalized news stories. 14 WantFI’s logo stands for “want
financial independence,” and its focus is consumers interested in investing and
providing them stories about “scams” and financial-market scandals.15 The
complaint alleges that consumers who read stories on WantFI.com are presented
with links to commercial websites selling investing or financial management
9 https://www.masterworks.com/ 10 Compl. at 2. 11 Id. at 2-3. 12 Id. at 3. 13 Id. 14 Id. 15 Id. 3 products and services, and WantFI receives commissions when users click those
links.16
5. Masterworks alleges that in or around 2022 WantFI published and has
maintained an article about Masterworks, that as of the date the complaint was filed
is titled “Honest Masterworks Review 2025: How NOT to Invest in Art,” 17 (the
“Masterworks Article”). The complaint identifies statements in the Masterworks
Article that Masterworks contends are false, including assertions that: “Masterworks
is basically a fee scam;” its investments are “like a Ponzi scheme;” Masterworks has
“obscene fees” and “conflicts of interest;” founder Scott Lynn “has founded some
shady marketing businesses in the past;” Masterworks creates “faux demand;”
Masterworks has a “scammy business model where they fee your investment to
death, which overwhelmingly favors their interests;” and Masterworks has “shady
business practices” and engages in a “fee grab where they act as an art hedge fund.”18
6. In October 2022, Masterworks’ CEO, Scott Lynn (“Lynn”), and CIO,
Allen Sukholitsky (“Sukholitsky”), contacted WantFI through the website’s contact
form.19 Lynn and Sukholitsky requested an opportunity to correct the alleged factual
falsehoods in the article.20 WantFI agreed to interview them on the condition that
16 Id. 17 https://wantfi.com/masterworks-review.html 18 Compl. at 4. 19 Id. 20 Id. 4 WantFI’s operator(s) remain anonymous. 21 Lynn and Sukholitsky agreed, and
WantFI then published edited portions of the interview but declined to correct the
alleged falsehoods.22
7. The complaint alleges that WantFI has taken extensive measures to
operate anonymously. 23 Verisign is the registrar for WantFI.com and maintains
contact information for domain owners, but would not release the owner’s
information absent a subpoena or other legal process.24 The website is hosted by
Cloudflare, which likewise maintains records identifying the operator of
WantFI.com but also would not release the information without a subpoena.25
8. The WantFI website provides no identifying information beyond a
description of an alleged founder named “Ryan” without a last name or contact
details, and its “contact us” page contains only a web-based comment form, with no
address, phone number, email address, or entity name on the site. 26 The site includes
a copyright notice,27 and has no U.S. registered trademarks directly associated with
that name. 28 A nationwide search done by Masterworks of Secretary of State
21 Id. at 4-5. 22 Id. at 5. 23 Id. 24 Id. 25 Id. 26 Id. 27 “©C2020-2025 WantFI.com” 28 Compl. at 6. 5 registrations using the Lexis service revealed no business registered or incorporated
as “WantFI.com” or “WantFI.” 29 During the 2022 correspondence between the two
parties, WantFI refused to provide any contact information.30
9. Masterworks alleges that it has been injured by WantFI’s conduct,
including the loss of specific customers who read and believed the Masterworks
Article.31 Masterworks contends its damages have not been fully quantified but
exceed $75,000 in lost business opportunities.32
10. Due to the identity of the Defendant being unknown, Plaintiff filed a
Motion to Engage in Pre-Service Discovery to uncover the identity of the Defendant
on July 14, 2025. 33 The Court granted the motion on July 23, 2025. 34 Plaintiff
provided notice to Defendant of the Motion for Pre-Suit Discovery through
Defendant’s website, “Wantfi.com” on July 25, 2025.35
11. Defendant filed a Motion to Dismiss on August 21, 2025, arguing that
Plaintiff filed the Complaint after the statute of limitations had run.36
29 Id. 30 Id. 31 Id. 32 Id. 33 Pl.’s Ex Parte Motion to Engage in Pre-Service Discovery., D.I. 3. 34 Order. D.I. 4. 35 Affidavit of Ainsley Ahern. D.I. 5. 36 Def.’s MTD., D.I. 7. 6 12. Defendant also filed a Motion for Protective Order on August 21, 2025
asking the Court to order Defendant’s identity to remain confidential. 37
13. A motion to dismiss for failure to state a claim pursuant to Superior
Court Rule 12(b)(6) will not be granted if the “plaintiff may recover under any
reasonably conceivable set of circumstances susceptible of proof under the
complaint.”38 The Court's review is limited to the well-pled allegations in the
complaint.39 In ruling on a 12(b)(6) motion, the Court “must draw all reasonable
factual inferences in favor of the party opposing the motion.” 40 Dismissal is
warranted “only if it appears with reasonable certainty that the plaintiff could not
prove any set of facts that would entitle him to relief.”41 However, the Court will
“ignore conclusory allegations that lack specific supporting factual allegations.”42
The Court may, “despite allegations to the contrary,” dismiss a complaint “where
the unambiguous language of documents upon which the claims are based contradict
the complaint's allegations.”43
37 Def.’s MPO, D.I. 8. 38 Browne v. Robb, 583 A.2d 949, 950 (Del. 1990). 39 Doe v. Cahill, 884 A.2d 451, 458 (Del. 2005). 40 Id. 41 Id. 42 Ramunno v. Cawley, 705 A.2d 1029, 10345 (Del. 1998). 43 Tigani v. C.I.P. Assocs., LLC, 2020 WL 2037241, at *2 (Del. Apr. 27, 2020) (citing Malpiede v. Townson, 780 A.2d 1075, 1083 Del. 2001). 7 14. Delaware applies a two-year statute of limitations to defamation. 44 But
the period resets upon republication when a defendant substantively alters
defamatory web content or directs the publication to a new audience.45 Defendant’s
2024 and 2025 updates did both: he refreshed titles to the current year, revised
temporal framing and operational metrics, and re-presented unchanged defamatory
assertions to cohorts seeking contemporaneous investment guidance. 46 The
applicable pleading standard and inquiry notice arguments do not support dismissal
at this stage, particularly given the specific, year-stamped edits and added data that
re-aimed the article at new readers in 2024 and 2025.
15. Delaware courts recognize republication when either (1) the statement
is substantively altered or added to, or (2) the publication is directed to a new
audience.47 This standard is reflected in Perlman v. Vox Media, Inc. 48 and Isaac v.
Politico LLC 49 which hold that republication intended to reach a new audience
44 10 Del. C.§ 8119. 45 Toptal, LLC v. Bloomberg L.P., 2025 WL 2172609, at *14 (Del. Super. July 31, 2025). In Toptal the court applying Delaware law accepted the analysis of republication set out in Perlman v. Vox Media, Inc. 2020 WL 47303406, at *2 (Del. Super. Aug. 14, 2020). 46 Pl.’s. Resp. to MTD at 5-6, D.I. 11 47 Isaac v. Politico LLC, 2025 WL 2437093, at *14 (Del. Aug. 25, 2025) (citing, 62A Am. Jur. 2d Privacy § 148. (“Thus, where republication is intended to reach a new audience, such republication will refresh the limitation period for bringing an invasion of privacy claim.”)); Perlman, 2020 WL 47303406, at *2. 48 2020 WL 47303406 at *2. 49 2025 WL 2437093 at *14. 8 refreshes the limitations period. Liability for such republication attaches where the
republished article contains independent defamatory statements or restates prior
defamatory statements. 50
Courts further distinguish mere technical changes like a hyperlink, from substantive
changes related to the allegedly defamatory material. 51 Directing the website to a
new audience and/or substantially altering a statement align with republication. 52
16. Isaac instructs that republication intended to reach a new audience
refreshes the limitations period and reassures that a plaintiff is not confined to a
single cause of action when private or defamatory material is republished in another
separate printing. 53 This principle translates to iterative web publications that
deliberately re-aim content to new readerships via temporal rebranding and updated
framing.
17. Toptal clarifies that republication liability turns on whether the new
iteration contains independent defamatory statements or restates prior defamatory
50 Toptal, LLC v. Bloomberg L.P., 2025 WL 2172609, at *14 (Del. Super. July 31, 2025). 51 Stephen G. Perlman, Rearden LLC v. Vox Media, Inc., 2015 WL 5724838, at *20 (Del. Ch. Sept. 30, 2015). 52 Perlman 2020 WL 4730406, at *2. (citing Firth v. State, 775 N.E.2d 463, 466 (N.Y. 2002). (“Republication, retriggering the period of limitations, occurs upon a separate aggregate publication from the original, on a different occasion, which is not merely a delayed circulation of the original edition. The justification for this exception to the single publication rule is that the subsequent publication is intended to and actually reaches a new audience.”)). 53 Id. at 14. 9 statements.54 When a defendant keeps the same core defamatory accusations while
altering temporal context, metrics, and framing to re-present those accusations as
current, the publication “restates” the prior defamatory statements to a new audience.
18. Defendant’s January 2025 update to the text of the article increased the
number of sold paintings from 8 to 25; increased the number of purchased paintings
from approximately 85 to over 400; adjusted operational references from “over 4
years” to “over 6 years”; and added expanded warnings about fees and skin-in-the-
game in the conclusion. 55 These changes were woven into the 2022 article
conveying the same core accusations (“Ponzi scheme,” “fee scam,” “shady business
practices”), thereby repackaging and reiterating the alleged defamatory thesis under
a materially updated factual record for 2025 readers.56 This is “substantive
alteration” related to the defamatory content—not a mere technical tweak—and
therefore constitutes republication.
19. Defendant re-captioned the article to “Honest Masterworks Review
2024: How NOT to Invest in Art” as of January 9, 2024, and then to “Honest
Masterworks Review 2025: How NOT To Invest in Art,” contemporaneously
updating prompts such as “Is art a good investment in 2025?” 57 These edits target
54 Id at 14. 55 Pl.’s. Resp. to MTD at 3-4, D.I. 11. 56 Id. 57 Id. at 2-3. 10 individuals performing searches focusing on 2024 and 2025, a distinct cohort from
the 2022 readers, including those searching for year-specific queries. This method
of change aligns with Isaac’s58 “intent to reach a new audience” and Perlman’s59
“directed to a new audience” pathway, refreshing the limitations period. Plaintiff
treats the 2024 and 2025 updates to the 2022 article as a sequence of wrongful acts.
A sequence of wrongful acts are each subject to a sperate limitations period. 60
20. Defendant characterizes the edits as mere “minor updates,” “links,” or
“technical changes.”61 But the record shows intentional year-to-year retitling,
refreshed operational metrics tied to Masterworks’ scale, and reframed temporal
analysis presenting the same accusations as current. Defendant’s reliance on
characterizing the updates as “technical” fails where the changes are substantively
related to the alleged defamatory theme, and intentionally re-timed and re-aimed to
year-specific readers. These are not passive technical adjustments—they are
substantive and audience-targeted re-presentations that meet the standards set by the
body of Delaware case law to be seen as republication.62
58 2025 WL 2437093. 59 2020 WL 47303406. 60 Isaac, 2025 WL 2437093, at *14. 61 Def.’s Reply to MTD at 4., D.I. 14. 62 See Isaac, 2025 WL 2437093, at *14.; Toptal, LLC, 2025 WL 2172609, at *14., Perlman, 2020 WL 4730406, at *2. 11 21. Plaintiff has pled dates and descriptions of the 2024 and 2025
republications, including title changes, refreshed metrics, and temporal re-framing,
along with the continued presence of the same defamatory assertions.63 These
allegations, accepted as true, are sufficient to plausibly plead republication within
two years of filing.
22. Defendant’s argument that Plaintiff “was aware since 2022” cannot
defeat claims arising from later republications because each qualifying republication
starts a new limitations period.64 Consistent with Isaac, awareness of an original
posting does not time-bar claims based on a 2024 or 2025 republication designed to
reach new audiences with refreshed framing and metrics.65
23. The Defendant continued to publish the same allegedly defamatory
statements, restated to new readers through materially refreshed framing. In Toptal,
the court determined that a column with a hyperlink to the defamatory article,
without any restatement of the prior defamatory statements, is not a republication.66
Liability is present where republished content restates prior defamatory statements.67
The 2024 and 2025 articles did precisely that, with year-specific titling and new data
conveying the same accusations as timely and current. Annual retitling and time-
63 See Compl., Pl.’s. Resp. to MTD, D.I. 11 64 Isaac, 2025 WL 2437093, at *14. 65 Id. 66 Toptal, LLC., 2025 WL 2172609, at *15. 67 Id. 12 bound inquiries (e.g., “Is art a good investment in 2025?”) direct the publication to
a new audience. Moreover, Plaintiff has identified how search engines and readers
seeking current-year guidance would be separately captured, satisfying the “new
audience” pathway.68
24. Accordingly, the complaint is timely under 10 Del. C. § 8119.69 The
complaint was filed on June 5, 2025. 70 Defendant made alleged republications in
2024 and January 2025, each sufficient to refresh the statute of limitations. Under
Delaware’s two-year statute, the 2024 and 2025 republications render the action
timely.
25. Under Isaac, 71 Toptal, 72 and Perlman, 73 Defendant’s 2024 and 2025
updates substantively altered and re-aimed the defamatory content to new audiences,
thereby restarting the statute of limitations. Plaintiff’s detailed allegations easily
meet pleading standards, and inquiry notice from 2022 cannot extinguish claims
based on later republications. Accordingly, Defendant John Doe’s Motion to
Dismiss is DENIED.
68 Pl.’s. Resp. to MTD at 5-6., D.I. 11. 69 Del. Code Ann. tit. 10, § 8119 70 Compl. D.I. 1. 71 2025 WL 2437093 72 2025 WL 2172609. 73 2020 WL 4730406. 13 26. The Court will next address Defendant’s Motion for a Protective
Order. 74 Defendant’s motion seeks to preserve anonymity despite a sustained course
of alleged defamatory publications accusing Masterworks of operating “like a Ponzi
scheme” and a “fee scam.” 75
27. In Doe v. Cahill, 76 the Delaware Supreme Court held that before
compelling disclosure of an anonymous speaker’s identity, a defamation plaintiff
must (1) undertake reasonable efforts to notify the anonymous poster that disclosure
is sought and (2) “support his defamation claim with facts sufficient to defeat a
summary judgment motion.”77
28. The notice component requires reasonable, practicable steps to alert the
speaker; the merits component requires a prima facie showing for each essential
element within the plaintiff’s control.78
29. Cahill weighed the risks of unmasking against free expression. 79 Given
these competing interests, the Court adopted the summary-judgment standard
precisely to guard against unmasking in weak or pretextual cases while allowing
legitimate claims to proceed. 80 To satisfy the summary judgment standard from
74 Def.’s MPO, D.I. 8. 75 Compl. at 4. D.I. 1. 76 Id. 77 Id. 78 Id. 79 Id. 80 Id. 14 Cahill the plaintiff must “submit sufficient evidence to establish a prima facie case
for each essential element” under the plaintiff’s control. 81 Plaintiff satisfies this test.
30. First, Masterworks satisfies Cahill’s82 notice requirement. In October
of 2022 Masterworks contacted Defendant through WantFI.com’s contact form
requesting that the falsehoods be corrected.83 Defendant responded and insisted on
remaining anonymous and then refused to correct any false statements.84
Masterworks’ outreach put Defendant on actual notice that his identity and
accountability for the article were at issue. Defendant then republished the article in
2023, 2024, and 2025, maintaining the challenged statements despite the 2022
notice. Separately, Masterworks respected the Court’s service order and notified
Defendant via WantFI.com.85 Defendant promptly responded (including initiating
settlement contact) and then retained counsel.86 These facts make clear that, to the
extent reasonably practicable, plaintiff undertake efforts to notify the anonymous
poster.
31. Defendant’s contrary claim that Plaintiff did not try to obtain his
identity in 2022 does not negate Plaintiff’s documented notice efforts. The test is
81 Id. at 460, 463. 82 884 A.2d at 460. 83 Pl.’s. Resp. to MPO at 2., D.I. 12. 84 Id. 85 Id. at 5. 86 Id. 15 reasonable effort to notify that unmasking is sought. 87 Here, Plaintiff’s outreach,
subsequent service of the Court’s discovery order, and Defendant’s appearance
through counsel demonstrate notice consistent with Cahill. 88
32. Masterworks made a prima facie showing sufficient to defeat summary
judgment. Under Delaware law the defamation elements are as follows:
(1) the defendant made a defamatory statement; (2) concerning the plaintiff; (3) the statement was published; and (4) a third party would understand the character of the communication as defamatory. 89
33. For public figures there is an additional falsity element, but actual
malice need not be proven pre-discovery. 90 The article accuses Masterworks of
being “basically a fee scam,” operating “like a Ponzi scheme,” charging “obscene
fees,” creating “faux demand,” and engaging in “shady business practices.” 91 These
are factual assertions, not mere rhetorical hyperbole, because they convey verifiable
allegations of fraudulent operations and misconduct. Accusations of criminal-
fraud-like schemes and dishonest practices are classic defamation when false. The
statements expressly reference “Masterworks” and are directed at the company’s
87 Id. at 461. 88 Id. 89 Id. 90 Id. at 464. 91 Pl.’s. Resp. to MPO at 2., D.I. 12. 16 business model and practices, satisfying the “concerning” element. The statements
were published on WantFI.com, which is publicly accessible, and then republished
with updated titles and content in 2023, 2024, and 2025. Publication to third parties
is therefore established.
34. Accusations of operating a “Ponzi scheme” and a “fee scam,” as well
as “shady business practices,” would be understood by reasonable readers as alleging
dishonest or fraudulent conduct. Masterworks submitted to the Court the Affidavit
of Nigel Glenday averring falsity: fees are disclosed and services delivered;
Masterworks purchases actual artworks; fees are transparent and industry-standard;
there is no CEO conflict; and operations comply with regulations. 92 At this stage,
Cahill93 requires a prima facie evidentiary showing with sufficient evidence of each
defamation element. 94 This can be satisfied by sworn attestations. 95
35. Delaware law acknowledges and warns against unmasking being used
as a tool of harassment, but its safeguard is the summary-judgment standard and the
notice requirement, both of which are satisfied here. Plaintiff is not seeking to
silence political criticism— it seeks redress for concrete, verifiably false accusations
of fraudulent conduct harming its reputation among investors. That is a
92 Ex. A. to Ex Parte Motion of Pl. to engage in pre-service discovery. D.I. 3. 93 884 A.2d at 460. 94 Id. at 463-64. 95 Id. 17 paradigmatic case in which unmasking is appropriate after the Cahill96 showings are
made. Accordingly, Defendant John Doe’s Motion for Protective Order is
DENIED.
36. For the foregoing reasons, Defendant John Doe’s Motion to Dismiss
under Rule 12(b)(1), and 10 Del. C. §8119 is DENIED; and Defendant John Doe’s
Motion for a Protective Order regarding Pre-Service Discovery under Superior Court
Rule 26 is DENIED.
IT IS SO ORDERED.
/s/ Ferris W. Wharton Ferris W. Wharton, J.
96 Id. 18