Musk v Altman et al
| Case Name | Musk v. Altman et al |
|---|---|
| Docket | 4:24-cv-04722-YGR |
| Court | U.S. District Court for the Northern District of California |
| Judge | Hon. Yvonne Gonzalez Rogers |
| Filed | August 5, 2024 |
| Plaintiff | Elon Musk |
| Defendants | Sam Altman, Greg Brockman, OpenAI, Inc., and related entities |
| Claims | Breach of charitable trust; unjust enrichment |
| Status | Active — bench trial with advisory jury underway (began April 27, 2026) |
Musk v. Altman et al is a lawsuit filed by Elon Musk against OpenAI co-founders Sam Altman and Greg Brockman and related OpenAI entities, alleging that they breached the nonprofit charitable mission under which Musk made $38 million in donations to OpenAI. The case is the most prominent corporate governance dispute in the AI industry and went to trial in April 2026 before Judge Yvonne Gonzalez Rogers in the Northern District of California.
Background
Elon Musk was a co-founder of OpenAI and contributed approximately $38 million to the organization between 2016 and 2020, on the understanding that it would remain a nonprofit dedicated to the safe development of AI for humanity's benefit. Musk departed OpenAI's board in 2018, reportedly after a failed bid to take control of the company. OpenAI subsequently created a "capped-profit" structure in 2019 and has since pursued a full conversion to a for-profit public benefit corporation.
Musk filed an initial lawsuit in February 2023 in California state court, which he voluntarily dismissed. He refiled in August 2024 in federal court, adding claims under RICO and other federal statutes. Over the course of the litigation, claims were narrowed substantially through motion practice.
Claims
The operative complaint at trial alleges two claims:
- Breach of charitable trust — Musk alleges that Altman, Brockman, and OpenAI violated the terms of the charitable trust under which OpenAI was founded and to which Musk donated, by converting the organization from a nonprofit to a for-profit entity.
- Unjust enrichment — Musk alleges that Altman and Brockman were unjustly enriched through equity and compensation they received as OpenAI transitioned away from its nonprofit structure.
Musk voluntarily dropped fraud claims on April 25, 2026, days before trial. Musk seeks approximately $134 billion in damages and injunctive relief blocking OpenAI's for-profit conversion.
Procedural History
- February 2023 — Initial complaint filed in California state court
- March 2023 — Lawsuit voluntarily dismissed
- August 5, 2024 — Refiled in U.S. District Court for the N.D. Cal.
- 2024–2025 — Motion practice; multiple claims dismissed or narrowed
- April 25, 2026 — Musk drops fraud claims ahead of trial
- April 27, 2026 — Bench trial with advisory jury begins; nine-person advisory jury seated
- April 28, 2026 — Musk testifies; accuses Altman and Brockman of "looting" OpenAI's charitable assets; judge admonishes both parties over social media conduct
- April 29, 2026 — Day 3 cross-examination: OpenAI counsel highlights Musk's opposition to state AI regulation and raises xAI safety record; judge indicates Musk's testimony may have "opened the door" to further questioning about xAI
- April 30, 2026 — Musk appears to admit under cross-examination that xAI used OpenAI's models through distillation, calling it "standard practice"
Trial
The bench trial with an advisory jury began April 27, 2026 in Oakland before Judge Yvonne Gonzalez Rogers. The advisory jury's verdict will not be binding; Judge Gonzalez Rogers will make the final determination on both liability and remedies.
OpenAI's position at trial is that Musk quit the company when he "didn't get his way" and that he never fulfilled his promised $1 billion contribution. Musk's position is that Altman and Brockman induced his donations by promising OpenAI would remain a nonprofit and that they then betrayed that commitment for personal financial gain.
The trial is expected to last approximately four weeks. If Musk prevails on liability, a second phase will address remedies, which include Musk's request to block OpenAI's for-profit conversion.
Significance
Musk v. Altman is the highest-profile AI corporate governance dispute to reach trial. The outcome will:
- Set precedent on whether founding commitments made by AI nonprofit organizations are legally enforceable by donors
- Determine whether OpenAI's transition from a nonprofit to a for-profit public benefit corporation can proceed
- Potentially expose the internal decision-making behind OpenAI's organizational transformation to public scrutiny through trial testimony
The case is being closely watched by the broader nonprofit and AI industry, as it could affect the legal obligations of other AI organizations that were founded with nonprofit or public-benefit missions.
- April 30, 2026: Day 3 of trial. Elon Musk appeared to admit under cross-examination that xAI had used OpenAI's models through distillation, characterizing it as "standard practice." When OpenAI attorney William Savitt asked whether xAI had distilled OpenAI models, Musk replied "partly" and said "generally all the AI companies" do it.[1]