Elon Musk stripped most of his lawsuit against OpenAI before the trial even started. Of the 26 claims filed in November 2024, only two survive: unjust enrichment and breach of charitable trust. US District Judge Yvonne Gonzalez Rogers approved the change Friday. Jury selection begins Monday in Oakland federal court.
The dropped claims included the fraud allegations that defined Musk’s original complaint. What remains is a narrower, harder argument; that OpenAI violated the terms of its founding mission when it restructured toward profit.
What Musk Is Actually Arguing
Musk contends that OpenAI was founded as a nonprofit to develop artificial intelligence for public benefit. He argues the company abandoned that mission after securing billions in capital from Microsoft, converting to a structure that primarily serves investors. His legal team frames this as a breach of the charitable trust under which donors, including Musk himself, contributed early funding.
OpenAI denies any wrongdoing. CEO Sam Altman and President Greg Brockman, both named defendants, call the case baseless.
The Numbers and the Demands
Musk is seeking up to $134 billion in damages. He says any award should go to OpenAI’s charitable arm, not to him. He is also asking the court to reverse OpenAI’s conversion to a for-profit entity and remove Altman and Brockman from their positions.
OpenAI told the court Musk introduced these remedies late, describing the move as a legal ambush. The judge has not yet ruled on whether they will be considered.
How the Trial Works
The trial runs in two phases. In the first, a jury hears testimony and issues an advisory verdict. That verdict is not binding. Judge Gonzalez Rogers makes the final call. A second phase, if reached, would address remedies.
The structure limits near-term operational consequences for OpenAI. No court order forcing structural change will come until the judicial phase concludes.
Context: The Offer OpenAI Rejected
In February, OpenAI rejected an unsolicited $97.4 billion acquisition offer from Musk for the nonprofit entity controlling the company. Shortly after, OpenAI completed its transition to a for-profit structure, clearing the path for larger fundraising rounds and a potential IPO.
Musk has publicly opposed the transition since 2023. He resigned from OpenAI’s board in 2018.
Why This Case Still Matters
The fraud angle is gone. What remains is a governance question with real implications for the AI sector. If Musk prevails, courts could gain authority to evaluate whether AI companies that start as mission-driven nonprofits can legally convert to commercial structures once capital enters at scale.
Regulators and investors are watching. The outcome could set precedent for how organizations structured around public benefit obligations handle large institutional funding, and what legal recourse exists when those obligations are later set aside.