Judge denies Elon Musk's request to block OpenAI for-profit conversion but welcomes trial

The OpenAI logo appears on a mobile phone n Boston on March 9, 2023. (Michael Dwyer / AP Photo)

OAKLAND, Calif. — A federal judge has denied Elon Musk’s request for a court order blocking OpenAI from converting itself to a for-profit company but said she could expedite a trial to consider Musk’s claims against the ChatGPT maker and its CEO.

U.S. District Judge Yvonne Gonzalez Rogers ruled late Tuesday that “Musk has not demonstrated likelihood of success on the merits” in his request for a preliminary injunction. She offered to hold a trial in her California courtroom as soon as this fall, “given the public interest at stake and potential for harm if a conversion contrary to law occurred.”

Musk, an early OpenAI investor, began a legal offensive against the ChatGPT maker and CEO Sam Altman a year ago, suing for breach of contract over what he said was the betrayal of its founding aims as a nonprofit.

He escalated the legal dispute late last year, adding new claims and defendants, including Microsoft, and asking for a court order that would stop OpenAI’s plans to convert itself into a for-profit business. Musk also added his own AI company, xAI, as a plaintiff, claiming that OpenAI was unfairly stifling business competition.

He and a group of investors more recently made an unsolicited $97.4 billion bid to buy a controlling stake in the nonprofit — a move that undermined Musk’s “claim of irreparable harm,” the judge wrote.

OpenAI said it welcomed the court’s decision.

“This has always been about competition,” a statement from the company said. “Elon’s own emails show that he wanted to merge a for-profit OpenAI into Tesla. That would have been great for his personal benefit, but not for our mission or U.S. interests.”

Musk alleges in the lawsuit that the companies are violating the terms of his foundational contributions to the charity. He had invested about $45 million in the startup from its founding until 2018, his lawyer has said.

Musk attorney Marc Toberoff said in a statement late Tuesday that he is pleased that the court offered an expedited trial on the core claims.

“We look forward to a jury confirming that Altman accepted Musk’s charitable contributions knowing full well they had to be used for the public’s benefit rather than his own enrichment,” Toberoff said.

Gonzalez Rogers in a hearing last month called it a “stretch” to claim “irreparable harm” to Musk, and she called the case “billionaires vs. billionaires.” She questioned why Musk invested tens of millions in OpenAI without a written contract. Toberoff responded that it was because the relationship between Altman and Musk at the time was “built on trust” and the two were very close.

“That is just a lot of money” to invest “on a handshake,” the judge said.

The dispute has roots in a 2017 internal power struggle at the fledgling startup that led to Altman becoming OpenAI’s CEO.

Emails disclosed by OpenAI show Musk had also sought to be CEO and grew frustrated after two other OpenAI co-founders said he would hold too much power as a major shareholder and chief executive if the startup succeeded in its goal to achieve better-than-human AI known as artificial general intelligence. Musk has long voiced concerns about how advanced forms of AI could threaten humanity.

Altman eventually succeeded in becoming CEO and has remained so except for a period in 2023 when he was fired and then reinstated days later after the board that ousted him was replaced.

Gonzalez Rogers, appointed by then-President Barack Obama in 2011, has handled a number of tech industry cases including Apple’s fight with Epic Games, though she said last month that Musk’s case is “nothing like” that one. That case was also the last time she granted a preliminary injunction, eight months before the case went to trial.

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Article written by Matt O’brien and Barbara Ortutay, The Associated Press

O’Brien reported from Providence, R.I.

The Associated Press and OpenAI have a licensing and technology agreement that allows OpenAI access to part of AP’s text archives.