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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 1 of 83
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`Marc Toberoff (S.B. #188547)
`mtoberoff@toberoffandassociates.com
`Jaymie Parkkinen (S.B. #318394)
`jparkkinen@toberoffandassociates.com
`TOBEROFF & ASSOCIATES, P.C.
`23823 Malibu Road, Suite 50-363
`Malibu, CA 90265
`Telephone: (310) 246-3333
`Facsimile: (310) 246-3101
`
`Attorneys for Plaintiff Elon Musk
`
`
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`
`
`Case No. 3:24-cv-04722
`
`Plaintiff,
`
`ELON MUSK, an individual,
`
`
`
`
` v.
`
`SAMUEL ALTMAN, an individual,
`GREGORY BROCKMAN, an
`individual, OPENAI, INC., a
`Delaware corporation, OPENAI,
`L.P., a Delaware limited
`partnership, OPENAI, L.L.C., a
`Delaware limited liability company,
`OPENAI GP, L.L.C., a Delaware
`limited liability company, OPENAI
`OPCO, LLC, a Delaware limited
`liability company, OPENAI
`GLOBAL, LLC, a Delaware limited
`liability company, OAI
`CORPORATION, LLC, a Delaware
`limited liability company, OPENAI
`HOLDINGS, LLC, a Delaware
`limited liability company,
`
`
`
`COMPLAINT FOR:
`
`1. PROMISSORY FRAUD
`2. CONSTRUCTIVE FRAUD
`3. AIDING AND ABETTING
`FRAUD
`4. VIOLATIONS OF FEDERAL
`CIVIL RICO, 18 U.S.C.
`§ 1962(C)
`5. CONSPIRACY TO VIOLATE
`FEDERAL CIVIL RICO, 18
`U.S.C. § 1962(D)
`6. BREACH OF EXPRESS
`CONTRACT
`7. BREACH OF IMPLIED-IN-
`FACT CONTRACT
`8. BREACH OF IMPLIED
`COVENANT OF GOOD FAITH
`AND FAIR DEALING
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 2 of 83
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`9. BREACH OF QUASI-
`CONTRACT/UNJUST
`ENRICHMENT
`10. FALSE ADVERTISING UNDER
`THE LANHAM ACT, 15 U.S.C.
`§ 1125(A)(1)(B)
`11. UNFAIR COMPETITION
`UNDER CAL. BUS. & PROF.
`CODE §§ 17200 et seq.
`12. FALSE ADVERTISING UNDER
`CAL. BUS. & PROF. CODE
`§§ 17500 et seq.
`13. AIDING AND ABETTING
`BREACH OF FIDUCIARY DUTY
`14. TORTIOUS INTERFERENCE
`WITH CONTRACT
`15. DECLARATORY RELIEF
`
`DEMAND FOR JURY TRIAL
`
`
`
`
`
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`OPENAI INVESTMENT LLC, a
`Delaware limited liability company,
`OPENAI STARTUP FUND
`MANAGEMENT, LLC, a Delaware
`limited liability company, OPENAI
`STARTUP FUND GP I, L.L.C., a
`limited liability company, OPENAI
`STARTUP FUND I, L.P. a
`Delaware limited partnership,
`OPENAI STARTUP FUND SPV
`GP I, L.L.C., a Delaware limited
`liability company, OPENAI
`STARTUP FUND SPV GP II,
`L.L.C., a Delaware limited liability
`company, OPENAI STARTUP
`FUND SPV GP III, L.L.C., a
`Delaware limited liability company,
`OPENAI STARTUP FUND SPV
`GP IV, L.L.C., a Delaware limited
`liability company, OPENAI
`STARTUP FUND SPV I, L.P., a
`Delaware limited partnership,
`OPENAI STARTUP FUND SPV II,
`L.P., a Delaware limited
`partnership, OPENAI STARTUP
`FUND SPV III, L.P., a Delaware
`limited partnership, OPENAI
`STARTUP FUND SPV IV, L.P., a
`Delaware limited partnership,
`AESTAS MANAGEMENT
`COMPANY, LLC, a Delaware
`limited liability company, AESTAS,
`LLC, a Delaware limited liability
`company, and DOES 1-10,
`
`
`
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`Defendants.
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 3 of 83
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`Plaintiff Elon Musk (“Musk” or “Plaintiff”), for his complaint against
`defendants Samuel Altman (“Altman”), Gregory Brockman (“Brockman”),
`OpenAI, Inc., OpenAI, L.P., OpenAI, L.L.C., OpenAI GP, L.L.C., OpenAI
`OpCo, LLC, OpenAI Global, LLC, OAI Corporation, LLC, OpenAI Holdings,
`LLC, OpenAI Investment LLC, OpenAI Startup Fund Management, LLC,
`OpenAI Startup Fund GP I, L.L.C., OpenAI Startup Fund I, L.P., OpenAI
`Startup Fund SPV GP I, L.L.C., OpenAI Startup Fund SPV GP II, L.L.C.,
`OpenAI Startup Fund SPV GP III, L.L.C., OpenAI Startup Fund SPV GP IV,
`L.L.C., OpenAI Startup Fund SPV I, L.P., OpenAI Startup Fund SPV II, L.P.,
`OpenAI Startup Fund SPV III, L.P., OpenAI Startup Fund SPV IV, L.P., Aestas
`Management Company, LLC, and Aestas, LLC1 (collectively, “Defendants”),
`alleges as follows:
`
`NATURE OF THE ACTION
`1.
`Elon Musk’s case against Sam Altman and OpenAI is a textbook
`tale of altruism versus greed. Altman, in concert with other Defendants,
`intentionally courted and deceived Musk, preying on Musk’s humanitarian
`concern about the existential dangers posed by artificial intelligence (“AI”).
`Altman and his long-time associate Brockman assiduously manipulated Musk
`into co-founding their spurious non-profit venture, OpenAI, Inc., by promising
`that it would chart a safer, more open course than profit-driven tech giants. The
`idea Altman sold Musk was that a non-profit, funded and backed by Musk,
`would attract world-class scientists, conduct leading AI research and
`development, and, as a meaningful counterweight to Google’s DeepMind in the
`race for Artificial General Intelligence (“AGI”), decentralize its technology by
`making it open source. Altman assured Musk that the non-profit structure
`guaranteed neutrality and a focus on safety and openness for the benefit of
`
`1 This Complaint hereinafter uses “OpenAI” to refer to the non-profit (OpenAI, Inc.) and all
`entity Defendants, collectively.
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 4 of 83
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`humanity, not shareholder value. But as it turns out, this was all hot-air
`philanthropy—the hook for Altman’s long con.
`2.
`After Musk lent his name to the venture, invested significant time,
`tens of millions of dollars in seed capital, and recruited top AI scientists for
`OpenAI, Inc., Musk and the non-profit’s namesake objective were betrayed by
`Altman and his accomplices. The perfidy and deceit are of Shakespearean
`proportions.
`3.
`Once OpenAI, Inc.’s technology approached transformative AGI,
`Altman flipped the narrative and proceeded to cash in. In partnership with
`Microsoft, Altman established an opaque web of for-profit OpenAI affiliates,
`engaged in rampant self-dealing, seized OpenAI, Inc.’s Board, and
`systematically drained the non-profit of its valuable technology and personnel.
`The resulting OpenAI network, in which Altman and Microsoft hold significant
`interests, was recently valued at a staggering $100 billion.
`4.
`The world has gotten wise to Defendants’ scheme. Not only are
`there several pending lawsuits against OpenAI, Inc. over its unlawful practices,
`but Defendants are also under investigation by multiple federal agencies,
`including the Securities and Exchange Commission and the Federal Trade
`Commission, and are the subject of numerous consumer advocacy complaints to
`the California Attorney General. A recent spate of OpenAI executives and
`insiders have blown the whistle on Altman, exposing his unscrupulous
`maneuvering and self-dealing. Indeed, just this June it was reported that Altman,
`foregoing any further humanitarian pretense, proposed to OpenAI’s stakeholders
`that it be converted to an entirely for-profit enterprise, shielding Defendants
`from public oversight and the mandatory financial disclosures of a non-profit.
`5.
`As a result of their unlawful actions, Defendants have been unjustly
`enriched to the tune of billions of dollars in value, while Musk, who co-founded
`their de-facto for-profit start-up, has been conned along with the public, whom
`
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 5 of 83
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`its vital technology was supposed to benefit. Musk brings this remedial action to
`divest Defendants of their ill-gotten gains.
`PARTIES
`6.
`Plaintiff Elon Musk is an individual, citizen, and resident of Texas.
`7.
`Plaintiff is informed and believes and thereon alleges that
`Defendant Samuel Altman is a resident of San Francisco, California.
`8.
`Plaintiff is informed and believes and thereon alleges that
`Defendant Gregory Brockman is a resident of San Francisco, California.
`9.
`OpenAI, Inc. is a registered non-profit organization incorporated
`under the laws of Delaware on December 8, 2015. OpenAI, Inc. is registered as
`an out-of-state corporation with the California Secretary of State and has its
`principal place of business at 3180 18th Street, San Francisco, CA 94110.
`10. OpenAI, L.P. is a limited partnership formed under the laws of
`Delaware on September 19, 2018, originally as SummerSafe, L.P. On
`information and belief, on January 23, 2023 OpenAI, L.P. was converted to
`OpenAI OpCo, LLC. OpenAI, L.P. is registered as an out-of-state limited
`partnership with the California Secretary of State and has its principal place of
`business at 3180 18th Street, San Francisco, CA 94110.
`11. OpenAI, L.L.C. is a limited liability company formed in Delaware
`on September 17, 2020. OpenAI, L.L.C. maintains its principal place of business
`in California.
`12. OpenAI GP, L.L.C. is a limited liability company formed in
`Delaware on September 19, 2018. OpenAI GP, L.L.C is registered as an out-of-
`state limited liability company registered with the California Secretary of State
`and has its principal place of business at 3180 18th Street, San Francisco, CA
`94110.
`13. OpenAI OpCo, LLC is a limited liability company formed in
`Delaware on September 19, 2018 as OpenAI, L.P, but was later converted on
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 6 of 83
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`January 23, 2023 to OpenAI OpCo, LLC. OpenAI OpCo, LLC is registered as
`an out-of-state limited liability company with the California Secretary of State
`and has its principal place of business at 1960 Bryant Street, San Francisco, CA
`94110.
`14. OpenAI Global, LLC is a limited liability company formed in
`Delaware on December 28, 2022. OpenAI Global, LLC is registered as an out-
`of-state limited liability company with the California Secretary of State and has
`its principal place of business at 1960 Bryant Street, San Francisco, CA 94110.
`15. OAI Corporation, LLC is a limited liability company formed in
`Delaware. OAI Corporation, LLC maintains its principal place of business in
`California.
`16. OpenAI Holdings, LLC is a limited liability company formed in
`Delaware on March 17, 2023. OpenAI Holdings, LLC is registered as an out-of-
`state limited liability company with the California Secretary of State and has its
`principal place of business at 1960 Bryant Street, San Francisco, CA 94110.
`17. OpenAI Investment LLC is a limited liability company formed in
`Delaware on February 6, 2023. Plaintiff is informed and believes and thereon
`alleges that OpenAI Investment LLC also maintains its principal place of
`business in San Francisco, California.
`18. OpenAI Startup Fund Management, LLC is a limited liability
`company formed in Delaware on July 16, 2021. OpenAI Startup Fund
`Management, LLC is registered as an out-of-state limited liability company with
`the California Secretary of State and has its principal place of business at 3180
`18th Street, San Francisco, CA 94110.
`19. OpenAI Startup Fund GP I, L.L.C. is a limited liability company
`formed in Delaware on July 28, 2021. OpenAI Startup Fund GP I, L.L.C. is
`registered as an out-of-state limited liability company with the California
`Secretary of State and has its principal place of business at 3180 18th Street, San
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 7 of 83
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`Francisco, CA 94110.
`20. OpenAI Startup Fund I, L.P. is a limited partnership formed in
`Delaware on July 28, 2021. OpenAI Startup Fund I, L.P. is registered as an out-
`of-state limited partnership with the California Secretary of State and has its
`principal place of business at 3180 18th Street, San Francisco, CA 94110.
`21. OpenAI Startup Fund SPV GP I, L.L.C. is a limited liability
`company formed in Delaware on December 5, 2023. Plaintiff is informed and
`believes and thereon alleges that OpenAI Startup Fund SPV GP I, L.L.C.
`maintains its principal place of business in San Francisco, California.
`22. OpenAI Startup Fund SPV GP II, L.L.C. is a limited liability
`company formed in Delaware on April 4, 2024. Plaintiff is informed and
`believes and thereon alleges that OpenAI Startup Fund SPV GP II, L.L.C.
`maintains its principal place of business in San Francisco, California.
`23. OpenAI Startup Fund SPV GP III, L.L.C. is a limited liability
`company formed in Delaware on April 4, 2024. Plaintiff is informed and
`believes and thereon alleges that OpenAI Startup Fund SPV GP III, L.L.C.
`maintains its principal place of business in San Francisco, California.
`24. OpenAI Startup Fund SPV GP IV, L.L.C. is a limited liability
`company formed in Delaware on May 9, 2024. Plaintiff is informed and believes
`and thereon alleges that OpenAI Startup Fund SPV GP IV, L.L.C. maintains its
`principal place of business in San Francisco, California.
`25. OpenAI Startup Fund SPV I, L.P. is a limited partnership formed in
`Delaware on December 5, 2023. Plaintiff is informed and believes and thereon
`alleges that OpenAI Startup Fund SPV I, L.P. maintains its principal place of
`business in San Francisco, California.
`26. OpenAI Startup Fund SPV II, L.P. is a limited partnership formed
`in Delaware on April 4, 2024. Plaintiff is informed and believes and thereon
`alleges that OpenAI Startup Fund SPV II, L.P. maintains its principal place of
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 8 of 83
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`business in San Francisco, California.
`27. OpenAI Startup Fund SPV III, L.P. is a limited partnership formed
`in Delaware on April 4, 2024. Plaintiff is informed and believes and thereon
`alleges that OpenAI Startup Fund SPV III, L.P. maintains its principal place of
`business in San Francisco, California.
`28. OpenAI Startup Fund SPV IV, L.P. is a limited partnership formed
`in Delaware on May 9, 2024. Plaintiff is informed and believes and thereon
`alleges that OpenAI Startup Fund SPV IV, L.P. maintains its principal place of
`business in San Francisco, California.
`29. Aestas Management Company, LLC, is a Delaware limited liability
`company formed in Delaware on February 10, 2023. Aestas Management
`Company, LLC is registered as an out-of-state limited liability company with the
`California Secretary of State and has its principal place of business at 1960
`Bryant Street, San Francisco, CA 94110.
`30. Aestas, LLC is a limited liability company formed in Delaware on
`September 19, 2018. Aestas, LLC is registered as an out-of-state limited liability
`company with the California Secretary of State and has its principal place of
`business at 1960 Bryant Street, San Francisco, CA 94110.
`31. Plaintiff is informed and believes and based thereon alleges that the
`fictitiously named defendants captioned hereinabove as Does 1 through 10,
`inclusive, and each of them, were in some manner responsible or legally liable
`for the actions, damages, events, transactions, and circumstances alleged herein.
`The true names and capacities of such fictitiously named defendants, whether
`individual, corporate, associate, or otherwise are presently unknown to Plaintiff,
`and Plaintiff will amend this Complaint to assert the true names and capacities of
`such fictitiously named defendants when they have been ascertained. For
`convenience, each reference herein to the named Defendants shall also refer to
`the Doe defendants and each of them.
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`COMPLAINT
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 9 of 83
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`JURISDICTION, VENUE, AND DIVISIONAL ASSIGNMENT
`32. This Court has subject matter jurisdiction under 28 U.S.C. § 1331,
`as this is a civil case arising under the federal Racketeer Influenced and Corrupt
`Organizations Act, 18 U.S.C. § 1965, Lanham Act, 15 U.S.C. § 1121, and
`Declaratory Judgment Act, 18 U.S.C. § 2201, and has supplemental jurisdiction
`over all other claims pursuant to 28 U.S.C. § 1367 because all claims herein
`form part of the same case or controversy under Article III of the United States
`Constitution. This Court also has subject matter jurisdiction under 28 U.S.C.
`§ 1332, as the matter in controversy well exceeds $75,000 in value and is
`between citizens of different states.
`33. Plaintiff is informed and believes and thereon alleges that
`jurisdiction over Samuel Altman is proper because he is domiciled in the State of
`California and in this District, and because a substantial portion of the relevant
`acts complained of herein occurred in the State of California and in this District.
`34. Plaintiff is informed and believes and thereon alleges that
`jurisdiction over Gregory Brockman is proper because he is domiciled in the
`State of California and in this District, and because a substantial portion of the
`relevant acts complained of herein occurred in the State of California and in this
`District.
`35.
`Jurisdiction over OpenAI, Inc. is proper because it has its principal
`place of business in the State of California and in this District, and because a
`substantial portion of the relevant acts complained of herein occurred in the
`State of California and in this District.
`36.
`Jurisdiction over OpenAI, L.P. is proper because it has its principal
`place of business in the State of California and in this District, and because a
`substantial portion of the relevant acts complained of herein occurred in the
`State of California and in this District.
`37.
`Jurisdiction over OpenAI, L.L.C. is proper because it has its
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`COMPLAINT
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 10 of 83
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`principal place of business in the State of California, and because a substantial
`portion of the relevant acts complained of herein occurred in the State of
`California and in this District.
`38.
`Jurisdiction over OpenAI GP, L.L.C. is proper because it has its
`principal place of business in the State of California and in this District, and
`because a substantial portion of the relevant acts complained of herein occurred
`in the State of California and in this District.
`39.
`Jurisdiction over OpenAI OpCo, LLC is proper because it has its
`principal place of business in the State of California and in this District, and
`because a substantial portion of the relevant acts complained of herein occurred
`in the State of California and in this District.
`40.
`Jurisdiction over OpenAI Global, LLC is proper because it has its
`principal place of business in the State of California and in this District, and
`because a substantial portion of the relevant acts complained of herein occurred
`in the State of California and in this District.
`41.
`Jurisdiction over OAI Corporation, LLC is proper because it has its
`principal place of business in the State of California, and because a substantial
`portion of the relevant acts complained of herein occurred in the State of
`California and in this District.
`42.
`Jurisdiction over OpenAI Holdings, LLC is proper because it has its
`principal place of business in the State of California and in this District, and
`because a substantial portion of the relevant acts complained of herein occurred
`in the State of California and in this District.
`43.
`Jurisdiction over OpenAI Investment LLC is proper because it has
`its principal place of business in the State of California and in this District, and
`because a substantial portion of the relevant acts complained of herein occurred
`in the State of California and in this District.
`44.
`Jurisdiction over OpenAI Startup Fund Management, LLC is proper
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`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`45.
`Jurisdiction over OpenAI Startup Fund GP I, L.L.C. is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`46.
`Jurisdiction over OpenAI Startup Fund I, L.P. is proper because it
`has its principal place of business in the State of California and in this District,
`and because a substantial portion of the relevant acts complained of herein
`occurred in the State of California and in this District.
`47.
`Jurisdiction over OpenAI Startup Fund SPV GP I, L.L.C. is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`48.
`Jurisdiction over OpenAI Startup Fund SPV GP II, L.L.C. is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`49.
`Jurisdiction over OpenAI Startup Fund SPV GP III, L.L.C. is
`proper because it has its principal place of business in the State of California and
`in this District, and because a substantial portion of the relevant acts complained
`of herein occurred in the State of California and in this District.
`50.
`Jurisdiction over OpenAI Startup Fund SPV GP IV, L.L.C. is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`51.
`Jurisdiction over OpenAI Startup Fund SPV I, L.P. is proper
`
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 12 of 83
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`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`52.
`Jurisdiction over OpenAI Startup Fund SPV II, L.P. is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`53.
`Jurisdiction over OpenAI Startup Fund SPV III, L.P. is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`54.
`Jurisdiction over OpenAI Startup Fund SPV IV, L.P. is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`55.
`Jurisdiction over Aestas Management Company, LLC is proper
`because it has its principal place of business in the State of California and in this
`District, and because a substantial portion of the relevant acts complained of
`herein occurred in the State of California and in this District.
`56.
`Jurisdiction over Aestas, LLC is proper because it has its principal
`place of business in the State of California and in this District, and because a
`substantial portion of the relevant acts complained of herein occurred in the
`State of California and in this District.
`57. Upon information and belief, venue is proper in this Court pursuant
`to 28 U.S.C. § 1391(b)(1) because all Defendants are residents of the State of
`California and at least one of the Defendants is a resident of this District, and
`pursuant to 28 U.S.C. § 1391(b)(2) because a substantial part of the events
`giving rise to this action occurred in this District.
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 13 of 83
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`58. This action is properly assigned to the San Francisco Division of
`this District under Civil Local Rule 3-2(c) because a substantial part of the
`events or omissions giving rise to Plaintiff’s claims occurred, and a substantial
`part of the property that is the subject of the action is situated, in San Francisco
`County, which is served by the San Francisco Division.
`FACTS COMMON TO ALL CLAIMS FOR RELIEF
`A.
`The Dangers of Artificial Intelligence
`59. Over the course of the 20th century, the United States gradually
`shifted from a primarily labor-based economy to a knowledge-based one, with
`economic value increasingly generated primarily by human intelligence. As the
`century progressed, another paradigm shift was already underway: value
`creation through artificial intelligence (“AI”).
`60. Starting in the late 2000s and early 2010s, an algorithm called
`“deep learning” was developed, the hallmark of which was that it no longer
`needed to be designed with significant knowledge of the task at hand because it
`could essentially “learn” from examples and program itself. As deep learning
`algorithms became increasingly sophisticated, some of the world’s leading AI
`researchers set their sights on Artificial General Intelligence (“AGI”). The basic
`concept of AGI is a general-purpose AI system—a machine having intelligence
`for a wide variety of tasks like a human.
`61. Musk has long been concerned by the grave threat these advanced
`systems pose to humanity, which he has repeatedly warned is likely the greatest
`existential threat we face today. These dangers include, without limitation (or
`exaggeration), completely replacing the human workforce, supercharging the
`spread of disinformation, malicious human impersonation, and the manipulation
`of political and military systems, ultimately leading to the extinction of
`humanity. Musk’s concerns are shared by other leading figures before him like
`Stephen Hawking and Bill Joy who chillingly warned that with AGI, “the future
`
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 14 of 83
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`doesn’t need us.”
`62. Musk has publicly called for a variety of measures to address the
`dangers of AGI, from voluntary moratoria to regulation, but his calls largely fell
`on deaf ears.
`63. Where some like Musk see AGI as an existential threat, others like
`Google—and as it would turn out, Defendants—see it as a source of even greater
`profit and power.
`64. At the end of 2013, Musk learned that Google was planning to
`acquire DeepMind, which at the time was one of the most advanced AI
`companies in the industry. Musk, who is well-known for his opposition to closed
`technology—e.g., Musk’s rocket company SpaceX holds almost no patents and
`his electric vehicle company Tesla makes its patents open and available for
`public use—was deeply troubled by this development and believed that in the
`hands of a giant private company like Google, AGI would pose a particularly
`acute and noxious danger to humanity. To prevent this, Musk tried to stop the
`sale, but was ultimately unsuccessful.
`65.
`In 2014, Google acquired DeepMind and with its team, was
`immediately catapulted to the front of the race for AGI.
`66. Following Google’s acquisition, Musk began hosting a series of
`dinner discussions on ways to counter Google and promote AI safety. He even
`reached out to President Barack Obama in 2015 to discuss the issue, but
`regulation never came.
`67. Musk continued to advocate for safe AI practices and in 2015, he
`thought he found someone who understood his concerns: Sam Altman.
`B.
`Altman Induces Musk to Back OpenAI, Inc.
`68. From the start, Altman courted Musk by presenting himself as
`sharing Musk’s well-known concerns over the threat posed by AI/AGI. Altman,
`an experienced tech player, feigned altruism to convince Musk into giving him
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 15 of 83
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`free start-up capital and recruiting top AI scientists to develop technological
`assets from which Defendants would stand to make billions.
`69. Altman began by testing the waters. In early March 2015, he
`approached Musk to help draft an open letter to the U.S. Government
`emphasizing the need for regulation to ensure the safe creation of AI. Musk
`agreed, and the two began preparing the open letter and approaching Musk’s
`influential contacts in the technology and AI sectors about signing the letter,
`which was published on October 28, 2015.
`70. Sensing opportunity, Altman suggested to Musk on May 25, 2015
`that they endeavor to beat Google in the race to develop AGI. He wrote that he’d
`“[b]een thinking a lot about whether it’s possible to stop humanity from
`developing AI. I think the answer is almost definitely not. If it’s going to happen,
`it seems like it would be good for someone other than Google to do it first.”
`Altman proposed they start an AI “Manhattan Project” and, to win Musk’s
`backing, offered to “structure it so that the tech belongs to the world via some
`sort of nonprofit but the people working on it get startup-like compensation if it
`works. Obviously we’d comply with/aggressively support all regulation.” Still
`noncommittal, Musk merely responded: “Probably worth a conversation.”
`71. To convince Musk of his sincerity, Altman promised that he too
`would have skin in the game and would make meaningful financial contributions
`to the non-profit. It has since been revealed, however, that Altman grossly
`inflated and misrepresented his actual contributions, which pale in comparison
`to what he had promised.
`72. A month later on June 24, 2015, Altman tried again, this time
`wooing Musk with a detailed proposal for a new AI lab: “The mission would be
`to create the first general AI [AGI] and use it for individual empowerment—ie
`[sic], the distributed version of the future that seems the safest. More generally,
`safety should be a first-class requirement.” “The technology would be owned by
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`Case 3:24-cv-04722 Document 1 Filed 08/05/24 Page 16 of 83
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`the foundation and used ‘for the good of the world[.]’” This time Musk agreed.
`73. Soon thereafter, Altman recruited Stripe’s CTO Gregory Brockman
`who helped him seal the deal.
`74. Altman’s plan worked. In November 2015, Musk agreed to commit
`funding and help recruit the top scientists necessary to make Altman’s project a
`success provided that—as Altman and Brockman had repeatedly promised—
`OpenAI, Inc. would be a non-profit devoted to developing AI/AGI for the
`benefit of humanity and would accomplish this mission by (i) distributing its
`research and technology openly, preventing its concentration, and (ii) focusing
`on safety, not profits. Indeed, to celebrate wha