On February 29, 2024, Elon Musk filed suit in the Superior Court of California against Sam Altman, Greg Brockman, and OpenAI Inc., alleging that the company he co-founded and largely funded had betrayed its founding mission.
The complaint alleges that OpenAI was conceived as a 501(c)(3) nonprofit dedicated to building artificial general intelligence "for the benefit of humanity, free from the financial pressures of Google, Facebook, Amazon, Microsoft, Apple." Instead, the suit argues, OpenAI has effectively been turned into a closed-source, for-profit subsidiary of Microsoft.
The defendants deny the existence of any binding agreement and contend that Musk himself sought to convert OpenAI into a for-profit entity under his sole control in 2017, before resigning from the board when those terms were refused. The emails on this site form the documentary backbone of both sides' arguments.
Plaintiff alleges OpenAI's transition from a 501(c)(3) nonprofit to a capped-profit subsidiary, and the subsequent licensing of its most advanced models to Microsoft, breached the founding agreement under which Musk's contributions of approximately $44 million were given.
Plaintiff alleges he reasonably and detrimentally relied on representations made by Altman, Brockman, and Sutskever that OpenAI would remain a nonprofit dedicated to benefiting humanity, and that all research would be made public for safety reasons.
As officers and directors of a charitable corporation, defendants are alleged to have placed personal financial interest above the charitable mission — chiefly through the structure of OpenAI Global LLC and the equity granted in it.
Plaintiff seeks injunctive relief under California Business & Professions Code § 17200, alleging that the for-profit conversion has unfairly disadvantaged competing labs, including Plaintiff's own xAI.
Plaintiff seeks a full accounting of all charitable contributions, including donations made by Plaintiff, and how those funds were used in connection with the for-profit subsidiary.
Defense maintains that no contract — written or oral — bound OpenAI to remain a nonprofit forever. Internal emails, including ones from Plaintiff himself, show that a for-profit conversion was discussed as early as April 2017 with Plaintiff's participation.
Defense contends that Plaintiff sought majority equity, the CEO title, and unilateral control over the for-profit entity in 2017 — terms that, when refused, prompted his withdrawal of funding and resignation from the board.
Defense argues the capped-profit structure preserves the charitable mission: the nonprofit remains the controlling entity, the cap returns excess profit to the mission, and the board remains majority independent.
Defense challenges Plaintiff's standing to enforce a charitable purpose, asserting that authority belongs to the California Attorney General, not a former donor.