Musk v. Altman

Background

The dispute concerns Musk’s challenge to OpenAI’s alleged movement away from its original non-profit, open and public-benefit structure, with the Second Amended Complaint alleging that OpenAI was co-founded as an independent charity committed to safety, transparency, public benefit and avoiding undue concentration of AI power, but later became, at the direction of Altman, Brockman and Microsoft, a for-profit-oriented structure allegedly exploiting Musk’s money, advice, recruitment efforts, connections and OpenAI’s charitable status [ECF No. 170]. OpenAI denies that framing and counterclaims that Musk left after failing to obtain control or fold OpenAI into Tesla, then later used litigation, public attacks, records demands and a purported takeover bid to disrupt OpenAI and favour xAI, while OpenAI says its contemplated public benefit corporation structure would preserve the non-profit and support the mission of developing AGI for humanity [ECF No. 176].

AI Interaction

The AI-specific core is whether the governance, financing and commercialisation of advanced AI and AGI can be reconciled with OpenAI’s alleged founding commitments to safety, openness and public benefit. Musk alleges that Altman sold him a non-profit project in which AGI technology would be decentralised by open sourcing it and developed with “safety and transparency above profit,” while the court’s summary-judgment order records that OpenAI was founded with the purpose to “provide funding for research, development and distribution of technology related to artificial intelligence,” that the technology would “benefit the public,” that it would “seek to open source technology for the public benefit,” and that “safety should be a first-class requirement” [ECF Nos. 170, 390]. OpenAI’s answer and counterclaims present the same AI context differently, arguing that OpenAI’s mission has remained to ensure that AGI benefits humanity, and that the challenged restructuring and capital arrangements are needed to compete for compute, investment and talent in the development of advanced AI systems [ECF No. 176].

Notes

• On 12 August 2025, the court denied Musk and xAI’s motion to dismiss OpenAI’s counterclaims and dismissed Musk’s implied-covenant and RICO claims without leave to amend [ECF No. 228].
• On 15 January 2026, the court denied the OpenAI defendants’ summary-judgment motion and granted Microsoft summary judgment only as to Musk’s tortious-interference and unjust-enrichment claims, leaving other phase-one claims for trial [ECF No. 390].
• On 31 March 2026, the court held that Musk’s disgorgement remedy is equitable rather than legal, found no adequate remedy at law for the equitable relief sought, and ruled that punitive damages were unavailable after Musk relinquished compensatory damages [ECF No. 456].
• On 17 April 2026, the court ordered the trial bifurcated into a liability phase before an advisory jury and a remedies phase before the court, barred remedy-specific argument during the liability phase, and required Musk to clarify whether he would dismiss fraud and constructive fraud [ECF No. 477].
• On 24 April 2026, the court deemed Musk’s fraud and constructive fraud claims voluntarily dismissed with prejudice, while noting that the case would proceed to trial on breach of charitable trust and unjust enrichment [ECF No. 497].
• On 25 April 2026, the parties filed amended discovery designations after meeting and conferring on the effect of the court’s motions in limine rulings, with updated hard copies to be supplied for the 27 April 2026 proceedings [ECF No. 501].