The truth left out from Elon Musk’s recent court filing

The truth Elon left out

In his latest court filing, Elon cherry-picks and publishes snippets from Greg Brockman's private journal entries (obtained as part of legal discovery) which, when read with the surrounding context, tell a very different story from what Elon claims.

The truth is that we and Elon agreed in 2017 that a for-profit structure would be the next phase for OpenAI; negotiations ended when we refused to give him full control; we rejected his offer to merge OpenAI into Tesla; we tried to find another path to achieve the mission together; and then he quit OpenAI, encouraging us to find our own path to raising billions of dollars, without which he gave us a 0% chance of success.

We did find a path to advance the mission, with OpenAI now structured as two main entities: a public benefit corporation (“PBC”) and a controlling non-profit which owns equity in the PBC currently valued at approximately $130 billion.

Elon’s latest variant of this lawsuit is his fourth attempt at these particular claims, and part of a broader strategy of harassment aimed at slowing us down and advantaging his own AI company, xAI. He is now grossly misrepresenting the written record to further his harassment; this post shows just a few examples of the truth that Elon isn’t telling.

In 2017, OpenAI’s founders became concerned that developing artificial general intelligence would require more resources than a nonprofit could raise through charitable donations. They discussed numerous ideas, including creating a for-profit arm for OpenAI, collaborating with an existing company, or restructuring in some other manner. Musk insisted that any new entity “support[ ] the nonprofit’s mission” and that OpenAI remain “essentially [a] philanthropic endeavor.”

gdb: over upcoming weeks, how much of your time should we plan for?

elon: coming weeks, top priority. gotta figure out how do we transition from non-profit to something which is essentially philanthropic endeavor and is B-corp or C-corp or something. must tell the story and not lose moral high ground. absolutely vital.

gdb: yep.

elon: need to understand B-corp situation.

ilya: i have some thoughts. one idea keep non-profit and have C-corp. but i find this approach less appealing because in some sense C-corp not beholden. one formulation: mission is to minimize ex risk by building friendly AGI. could be a way to go. like it more as a new entity beholden to the mission.

elon: agree, does sound better. never even heard of a B-corp until sam brought it up. it does sound like right move. would not shut down the non-profit, should still exist in some form.

ilya: no opinion, as long as the main entity has something fundamentally philanthropic.

elon: any prefs on name?

ilya: openai. continuity of the mission. it’s all the same.

elon: i agree, think that makes sense. well, i’m pretty excited about doing this with you.

ilya: all that’s left is the minor thing of actually doing it.

elon: alright cool. i’m gonna figure out the details of the whole B-corp thing tomorrow and get that process under way. and then let’s just stay in frequent touch. make this happen as quickly as possible.

Elon did not think that OpenAI needed to remain solely a non-profit. As the context shows, he agreed that OpenAI needed both a non-profit and a for-profit entity—the exact structure OpenAI has today, and that Elon is now suing OpenAI over. At the time, he said only that the non-profit should continue to exist “in some form.” Ilya, not Elon, suggested that the for-profit should have a connection to the OpenAI mission. Shortly after this call, Elon actually created an OpenAI PBC (or “B-corp”).

Despite his court filings glossing over the details of these negotiations, they were quite intense and involved deeply personal conversations. Elon said he wanted to accumulate $80B for a self-sustaining city on Mars, and that he needed and deserved majority equity. He said that he needed full control since he’d been burned by not having it in the past, and when we discussed succession he surprised us by talking about his children controlling AGI.

Discussions about OpenAI’s structure—and Elon’s proposal that he lead and control it—progressed to the point that Elon asked us to check references with people who had worked closely with him. One pointed out the parallel to Elon’s Mars ambitions, which had started as a philanthropic project and grew into a commercial one, and mentioned that Elon tends to vilify people who quit his companies.

Even before negotiations over OpenAI’s structure began, Elon leveraged OpenAI for the benefit of his for-profit ventures. For example, in early 2017, he asked OpenAI to send a team to help fix Tesla’s self-driving program, Autopilot. Scott Gray, Ilya, Greg, and Andrej Karpathy ended up devoting significant time to improving Autopilot, which led to Elon recruiting Andrej to join Tesla fulltime. Elon never truly treated OpenAI as an independent non-profit.