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Musk v. Altman, also referred to as Musk v. OpenAI, is a lawsuit filed by the entrepreneur Elon Musk accusing OpenAI and its chief executive Sam Altman of abandoning the company's founding mission as an open, nonprofit, charitable artificial-intelligence venture in favor of a profit-driven structure aligned with Microsoft. Musk, who helped start OpenAI in 2015 and donated roughly 38 million dollars before leaving its board in 2018, argued that the company's later conversion toward a for-profit model breached a "founding agreement" and a charitable trust. The case was litigated in the U.S. District Court for the Northern District of California (docket 4:24-cv-04722) before Judge Yvonne Gonzalez Rogers. After a trial in the spring of 2026, a nine-member advisory jury found on May 18, 2026 that Musk's claims were barred by the statute of limitations, and Judge Gonzalez Rogers adopted that verdict and dismissed the surviving claims. Musk called the outcome a "calendar technicality" and said he would appeal.[1][2][3]
The dispute pitted two of the most prominent figures in the AI industry against the company they once worked together to create. Musk contended that he was fraudulently induced to fund OpenAI on the understanding that it would remain a nonprofit devoted to developing safe artificial general intelligence and broadly sharing its research, and that Altman and co-founder Greg Brockman later steered the organization toward a closed, commercial structure that concentrated value with Microsoft and OpenAI insiders. OpenAI characterized the suit as an "after-the-fact contrivance" by a competitor who left the venture, founded a rival, and then sought to slow OpenAI down. The litigation unfolded against the backdrop of OpenAI's own restructuring into a public benefit corporation, a process that drew oversight from the attorneys general of California and Delaware.[1][2][4]
| Field | Detail |
|---|---|
| Case name | Musk v. Altman (also Musk v. OpenAI) |
| Court | U.S. District Court, Northern District of California (Oakland) |
| Docket | 4:24-cv-04722 |
| Judge | Yvonne Gonzalez Rogers |
| Plaintiff | Elon Musk (and affiliated entities) |
| Principal defendants | Sam Altman, Greg Brockman, OpenAI and related entities |
| State-court filing | February 2024 (later withdrawn) |
| Federal filing | August 5, 2024 |
| Trial | Spring 2026, Oakland, California |
| Verdict | May 18, 2026: advisory jury found claims time-barred; adopted by the court |
| Status | Musk announced an appeal to the Ninth Circuit |
OpenAI was founded in late 2015 as a nonprofit AI research laboratory. Musk was among its co-founders and early funders, alongside Altman, Brockman, and others, and he served on its board. The stated purpose was to advance digital intelligence "in the way that is most likely to benefit humanity as a whole," unconstrained by a need to generate financial return. Musk has said the roughly 38 million dollars he contributed was meant to support that charitable, open mission.[5][6]
Musk left OpenAI's board in February 2018. OpenAI has described the departure as stemming from a potential conflict of interest with the growing AI work at Tesla, where Musk is chief executive; Musk has offered his own account of disagreements over the company's direction and control. In 2019, after Musk's exit, OpenAI created a "capped-profit" subsidiary to raise the capital needed to fund large-scale compute and talent, and it entered into a deep partnership with Microsoft, which invested billions of dollars and became OpenAI's primary cloud provider. In 2023, Musk founded the rival AI company xAI, maker of the Grok chatbot, a fact OpenAI repeatedly emphasized in arguing that the suit was a competitive maneuver.[1][5][6]
Musk first sued OpenAI and Altman in California state court in February 2024, alleging breach of the founding agreement and related claims. He withdrew that complaint and then re-filed in federal court in the Northern District of California on August 5, 2024, broadening the case with additional theories that, across amended versions, included fraud, civil claims under the Racketeer Influenced and Corrupt Organizations Act (RICO), unfair competition, breach of fiduciary duty, false advertising, and breach of charitable trust. The core allegation was that Altman, Brockman, and a network of OpenAI-related entities had induced Musk to help found and fund the organization as a nonprofit, then shifted to a profit-driven model that locked down OpenAI's most valuable technology and concentrated benefits with Microsoft and affiliated for-profit entities.[1][7]
The pleadings narrowed over time. On May 1, 2025, the court issued a ruling that allowed fraud and unjust-enrichment claims to proceed while excluding certain other allegations, including false advertising and breach of fiduciary duty. In April 2026, shortly before trial, Musk amended his filing to ask that any monetary damages he might be awarded be donated to OpenAI's charity, and that Altman be removed from OpenAI's board, framing the relief he sought as protective of the nonprofit's mission rather than personally enriching.[1]
OpenAI filed a countersuit on April 9, 2025, alleging that Musk had waged a campaign of disruption and harassment intended to seize control of OpenAI's research for his own benefit. The countersuit pointed to an unsolicited, roughly 97.4 billion dollar bid by a Musk-led group to acquire OpenAI's assets in early 2025, which OpenAI's board rejected and which the company called a "sham" designed to interfere with its contemplated restructuring. OpenAI wrote that "through press attacks, malicious campaigns broadcast to Musk's more than 200 million followers on the social media platform he controls, a pretextual demand for corporate records, harassing legal claims and a sham bid for OpenAI's assets, Musk has tried every tool available to harm OpenAI." Musk's lawyers disputed the characterization and maintained that the takeover bid had been serious.[8][9]
A central front in the litigation was OpenAI's plan to convert its for-profit arm into a public benefit corporation. In November 2024, Musk sought a preliminary injunction to block the conversion, citing his early contributions and arguing that the restructuring would cause irreparable harm. On March 5, 2025, Judge Gonzalez Rogers denied the injunction, finding that Musk had not demonstrated a likelihood of success on the merits and that his irreparable-harm argument was, in the court's words, "a stretch." At the same time, she signaled that several of the claims were serious enough to warrant resolution, declining to dismiss the case outright and offering to hold an expedited trial as soon as the fall of 2025 "given the public interest at stake and potential for harm if a conversion contrary to law occurred."[10][11]
OpenAI ultimately completed its recapitalization on October 28, 2025, structuring the for-profit entity as a public benefit corporation while keeping the nonprofit in control. Under the arrangement, the OpenAI Foundation (the nonprofit) retained governance authority over the public benefit corporation and an equity stake valued at roughly 130 billion dollars, while Microsoft held a significant minority interest. This restructuring is covered in detail in the article on the OpenAI restructuring (OpenAI Group PBC). The conversion was reviewed by the offices of California Attorney General Rob Bonta and Delaware Attorney General Kathy Jennings, whose charitable-oversight authority over a nonprofit's assets gave them a formal role distinct from Musk's private suit. As a condition of issuing a statement of no objection, Jennings secured commitments that the nonprofit would retain sole power to appoint and remove the public benefit corporation's directors and that the entity's mission would remain identical to the nonprofit's existing charitable mission.[12][13]
The case proceeded to a jury trial in Oakland, California. Jury selection began on April 27, 2026, and Musk took the witness stand from April 28 to April 30, 2026, testifying that the money he donated had been used for unauthorized commercial purposes. The liability phase featured testimony from Altman, Brockman, and Microsoft chief executive Satya Nadella, among others. Altman testified that he had not stolen a charity but that Musk had abandoned one, telling the jury the nonprofit had been "left for dead" after Musk's departure. Other witnesses included Musk's family-office head Jared Birchall and OpenAI board member Shivon Zilis.[1][14]
A defining feature of the proceedings was that the jury was empaneled in an advisory capacity. Because the equitable nature of the claims meant Musk was not automatically entitled to a binding jury, the panel's role was to advise Judge Gonzalez Rogers, who retained authority to decide the case herself, though she indicated she was very likely to follow the jury's recommendation.[1]
On May 18, 2026, after deliberating for less than two hours, the nine-member advisory jury returned a verdict in favor of OpenAI and its executives, finding that Musk had filed his lawsuit too late and that his claims fell outside a three-year statute of limitations. The jury did not reach the question of whether OpenAI had actually breached a charitable trust or otherwise wronged Musk; the verdict rested on timeliness alone. Judge Gonzalez Rogers adopted the advisory verdict as the court's own and dismissed the case. OpenAI's trial lawyer William Savitt had argued that the suit was an "after-the-fact contrivance" aimed at sabotaging a competitor.[1][2][3]
Musk reacted on the social platform X, calling the decision a "calendar technicality" rather than a ruling on the merits and pledging to appeal. His attorneys, including Steven Molo and Marc Toberoff, said they would take the case to the U.S. Court of Appeals for the Ninth Circuit and that the underlying dispute remained unresolved.[2][3]
Musk v. Altman became one of the most closely watched legal contests in the history of the AI industry, because it forced into open court the questions of corporate structure, governance, and mission that had simmered around OpenAI for years. At stake was whether an early funder of a nonprofit could compel it to remain nonprofit and "open," and whether OpenAI's transformation from a charitable laboratory into one of the world's most valuable companies had betrayed commitments made at its founding. The trial produced sworn testimony from Musk, Altman, Brockman, and Nadella about OpenAI's origins, the Microsoft partnership, and the breakdown between the co-founders, providing an unusually detailed public record of how the organization evolved.[1][14]
The outcome left OpenAI's restructuring intact but resolved little about the merits of the dispute. Because the verdict turned on the statute of limitations rather than on whether a binding founding agreement or charitable trust existed, the legal questions at the heart of the case remained open, and Musk's announced appeal raised the prospect of further proceedings. The case also underscored that private litigation is not the only check on a charity's transformation: the parallel oversight exercised by the California and Delaware attorneys general, who negotiated conditions on OpenAI's recapitalization, reflected the states' independent authority over the assets and mission of a nonprofit, an avenue distinct from Musk's personal claims.[1][12][13]