Musk v. Altman Is a Battle for OpenAI’s Soul

Elon Musk’s lawsuit against Sam Altman will head to trial this month in an Oakland, California, federal courtroom, where nine jurors will settle a years-long dispute between the cofounders of OpenAI over the group’s founding mission. While spats between Silicon Valley’s most influential billionaires are notable in their own rite, former OpenAI employees and nonprofits have taken a special interest in this case because the ruling could influence how the world’s leading AI developer controls and distributes its technology.

The stakes are especially high for OpenAI’s corporate future, as a bad outcome in this case could negatively impact its plans to file for an IPO later this year. The ChatGPT-maker is racing against Anthropic and Musk’s SpaceX (which now owns a rival AI lab, xAI) to go public. Musk’s status as an OpenAI competitor—who could benefit significantly if the case goes his way—has raised serious questions about whether he’s the right person to bring it before a jury. A settlement out of court is still possible, though legal experts and people close to the case say it’s unlikely.

What Is This Case?

Musk’s suit essentially accuses OpenAI of straying from its founding nonprofit mission: ensuring AGI, a highly capable AI system that can perform a wide range of jobs, benefits humanity. The defendants in the case are OpenAI, Altman, OpenAI’s President and cofounder Greg Brockman, and OpenAI’s biggest investor, Microsoft.

Despite generating billions of dollars in revenue, OpenAI is still overseen by a nonprofit today. Musk was one of the original cofounders of the OpenAI nonprofit and donated about $38 million to it during those early days, but he split off in 2018 after getting into disagreements with Altman and Brockman. Now, Musk’s lawsuit has been whittled down to three core claims against OpenAI.

The first concerns whether OpenAI breached its charitable trust. Musk alleges that in the early days of OpenAI, he believed he was investing in a nonprofit with a commitment to open source, or making its AI technology available widely for free download. However, Musk alleges that Altman and Brockman have not used his investment as he intended. OpenAI now has a for-profit arm that generates billions of dollars in yearly revenue, and the company is highly secretive about the code for its best AI models. Microsoft is accused of aiding and abetting the breach of the charitable trust.

The second core claim is fraud, and specifically that Altman and Brockman deceived Musk about their intentions to turn OpenAI into a for-profit company. The third claim is unjust enrichment, which argues that Altman, Brockman, and other OpenAI investors have enriched themselves at the expense of Musk.

The defendants say Musk’s claims are baseless and that he is simply seeking to cripple OpenAI as he tries to build up xAI.

Why Should I Care?

Former OpenAI researchers and AI safety nonprofits that have filed amicus briefs in support of Musk in this case say they believe it’s important the ChatGPT maker is held accountable to its founding principles of safety and benefiting humanity, especially as its commercial pressures grow.

Jacob Hilton is part of a group of former OpenAI employees that signed one such brief objecting specifically to how OpenAI converted into a for-profit entity. “It’s definitely important that OpenAI lives up to its mission. I think we’re still seeing a lot of things that OpenAI is doing that, in my view, aren’t really consistent with its mission,” Hilton says.

Other groups and experts plan to follow the trial because of its potential to conflict with decisions by the attorneys general of Delaware and California, each of which have regulatory authority over OpenAI’s nonprofit. They both already agreed to allow the for-profit conversion to proceed as long as the company follows certain commitments.

Have Any Juicy Details Emerged?

This lawsuit has already surfaced hundreds of emails between Altman and OpenAI’s former chief scientist Ilya Sutskever, entries from Brockman’s diary, and texts between Musk and Mark Zuckerberg—but the trial is likely to reveal a lot more about the core people behind OpenAI.

Of course, Musk, Altman, and Brockman will take the stand in this trial. However, several other witnesses from OpenAI’s past and present are expected to testify as well. That includes Sutskever, former OpenAI CTO Mira Murati, Microsoft CEO Satya Nadella and CTO Kevin Scott, and OpenAI Board chairman Bret Taylor. Other central players expected to testify are Shivon Zillis, the former OpenAI board member and mother of several of Musk’s children, as well as Jared Birchall, the CEO of Musk’s brain-chip interface company Neuralink and manager of his family office.

Is Musk the Right Person to Bring This Case?

Almost certainly not, but that doesn’t necessarily disqualify it altogether. Luís Calderón Gómez, an associate professor at the Benjamin N. Cardozo School of Law, tells WIRED that Musk may be acting out of self-interest, but he still may be in the right. “The cynical view is that Musk is trying to hinder OpenAI to get Grok going. But even if that’s right, the right remedy for fraud is to unwind the structure and to have oversight going forward,” said Gómez.