Why This Matters
This is the most consequential tech lawsuit since the US government’s antitrust case against Microsoft in 1998. The outcome will establish legal precedent on whether AI companies can convert from nonprofit to for-profit structures, whether founders’ donations create enforceable charitable trusts, and whether the “acqui-hire” partnerships between Big Tech and AI startups constitute improper corporate control. A ruling for Musk could unwind OpenAI’s corporate structure, remove Sam Altman from leadership, and force the disgorgement of up to $134 billion — a judgment that would reshape the entire AI industry. A ruling for OpenAI would validate the nonprofit-to-for-profit conversion model and settle questions about founder obligations that have haunted the company since its 2015 founding.
Beyond the legal questions, the trial has produced an extraordinary public record of how the AI industry actually operates — internal emails, board meeting minutes, personal diaries, and sworn testimony from nearly every major figure in AI. The testimony of Ilya Sutskever, Mira Murati, Helen Toner, and Tasha McCauley about Altman’s leadership has created a permanent record of the November 2023 board crisis that forced Altman’s brief ouster. Regardless of the verdict, this trial has changed the public understanding of OpenAI and its leadership.
Elon Musk sued Sam Altman and OpenAI in February 2024, alleging the company violated its founding nonprofit mission by converting to a for-profit structure and granting Microsoft effective control. The case — Musk v. Altman, No. 4:24-cv-04722 — is before Judge Yvonne Gonzalez Rogers in the Northern District of California. Of 26 original claims, two survived to trial: breach of charitable trust and unjust enrichment. Musk seeks up to $134 billion in disgorgement.
The trial is happening now. Closing arguments are being delivered today, May 14. The advisory jury is expected to begin deliberations tomorrow.
Phase 1 — Original State-Court Filing
February 29, 2024 — Musk files original complaint in San Francisco Superior Court against Altman, Brockman, and OpenAI. Claims breach of contract and promissory estoppel, alleging defendants abandoned the nonprofit founding mission to prioritize profits.
June 11, 2024 — Musk voluntarily dismisses the state-court lawsuit without prejudice. Signals intent to refile with expanded claims and new counsel.
Phase 2 — Refiled in Federal Court
August 5, 2024 — Musk refiles in U.S. District Court for the Northern District of California with new attorneys led by Marc Toberoff. The federal complaint dramatically expands scope: adds RICO claims, fraud allegations, unjust enrichment. 26 total claims asserted. Case assigned to Judge Yvonne Gonzalez Rogers.
November 14, 2024 — First Amended Complaint filed. Microsoft named as defendant for the first time. New antitrust claims added. Allegations of “rampant self-dealing” by Altman, a “de facto merger” with Microsoft, and charges that OpenAI and Microsoft discouraged investors from funding competitors including xAI.
November 2024 — Musk files motion for preliminary injunction seeking to block OpenAI’s planned nonprofit-to-for-profit conversion.
Phase 3 — Preliminary Injunction Battle
February 2025 — Judge Gonzalez Rogers hears arguments on the preliminary injunction. States Musk’s claim of “irreparable harm” is a “stretch” and characterizes the dispute as “billionaires vs. billionaires.” Questions whether Musk’s $44 million in donations created a charitable trust.
February 2025 — Musk and consortium of investors make an unsolicited $97.4 billion bid to acquire OpenAI’s nonprofit assets. The OpenAI board unanimously rejects it.
March 4, 2025 — Judge denies the preliminary injunction. Finding: Musk has not demonstrated likelihood of success on the merits. However, she signals that “public interest at stake and potential for harm” likely warrants an expedited trial. Separately dismisses Musk’s breach of contract claim for insufficient pleading.
Phase 4 — Discovery and Pre-Trial
April 2025 — Twelve former OpenAI employees file an amicus brief stating OpenAI had abandoned its nonprofit roots and that Altman “was a person of low integrity.”
May 5, 2025 — OpenAI announces it is no longer planning to restructure into a for-profit entity separate from its nonprofit board. Musk’s lawyer Marc Toberoff announces the lawsuit will continue regardless.
October 2025 — OpenAI forms OpenAI Group PBC (a public benefit corporation). The original nonprofit retains 26% ownership; Microsoft receives 27% stake.
Key Discovery Revelations
- Greg Brockman’s diary (November 2017): Wrote he could not believe they committed to nonprofit status if three months later they were discussing a B-corp structure, calling it “a lie.”
- Musk’s January 2018 email to Altman: Wrote that OpenAI was on a “path of certain failure relative to Google” and demanded “immediate and dramatic action.”
- Microsoft internal emails: Nadella told executives in July 2022 it was “better to be an investor and not even take all this execution risk.” An April 2022 email showed Nadella worried about OpenAI supplanting Microsoft.
- Funding records: Internal emails showed most of the promised $1 billion in founding funding never materialized. Musk personally donated $38–44 million between 2015 and 2018.
- Brockman deposition: Musk began pushing OpenAI to go for-profit in mid-2017 but wanted full control, telling Brockman he needed $80 billion to build a city on Mars and that controlling OpenAI could help raise it.
Phase 5 — Summary Judgment
January 15, 2026 — Judge rules on summary judgment. Largely denies OpenAI’s motion, finding genuine disputes of material fact on charitable trust existence and fiduciary duty breaches. Microsoft wins partial summary judgment: tortious interference and unjust enrichment claims against Microsoft dismissed. But claim that Microsoft aided and abetted breach of charitable trust survives. Of 26 original claims, two survive to trial: breach of charitable trust and unjust enrichment.
Phase 6 — Pre-Trial
April 2026 — Musk files amended request for relief: asks that monetary damages be given to OpenAI’s charity rather than to himself, and that Altman be removed from OpenAI’s board. OpenAI is now valued at approximately $852 billion.
Phase 7 — Trial (April 27 – May 14, 2026)
The trial is before a nine-person advisory jury. Because the case is heard in equity, Judge Gonzalez Rogers will issue the binding ruling; the jury’s verdict is advisory only, though the judge stated she would very likely follow it.
Week 1
April 27 (Sunday) — Jury selection. Nine-person advisory jury seated.
April 28, Day 1 — Opening arguments. Musk’s legal team frames the case as OpenAI having “looted a charity.” OpenAI’s lawyers argue Musk walked away when he could not get control.
April 29, Day 2 — Elon Musk takes the stand. Testifies he was “duped” into bankrolling OpenAI. Argues the company was created specifically as a nonprofit to counter Google’s AI dominance.
April 30, Day 3 — Musk testimony continues. Combative exchanges with OpenAI attorney William Savitt. Both raise their voices repeatedly. Musk warns AI could pose existential risks.
May 1, Day 4 — Musk testimony concludes. In a key moment, Musk admits under cross-examination that xAI uses OpenAI’s models to train Grok — audible gasps in the courtroom. Jared Birchall (Musk’s family-office manager) then testifies about the specific donations and Musk’s multibillion-dollar acquisition bid.
Week 2
May 5, Day 5 — Greg Brockman testifies. Rebuts Musk’s version of events, says Musk “gave up” on the company. Describes a tense meeting where Musk reacted angrily after learning he would not have control — Musk “got up and stormed around a table” and Brockman thought Musk might physically hit him. Reveals he secretly did work for Tesla.
May 6, Day 6 — Former OpenAI board members and employees testify. Altman’s management style comes under scrutiny.
May 7, Day 7 — Shivon Zilis takes the stand. A former OpenAI board member and mother of four of Musk’s children, she testifies about conversations regarding OpenAI’s corporate structure in 2017–2018. Reveals Musk tried to recruit Altman to lead a new AI lab at Tesla and offered Altman a Tesla board seat.
May 8, Day 8 — Additional former OpenAI employees testify about internal culture and the nonprofit’s transformation.
Week 3
May 11, Day 9 — Satya Nadella testifies. States Musk never contacted him with concerns that Microsoft’s investments violated any commitments. Answers questions about the early Microsoft-OpenAI partnership and his role during the November 2023 Altman ouster.
Also this week — Video and live testimony from former OpenAI leadership:
- Ilya Sutskever (former Chief Scientist) testifies he spent roughly a year gathering evidence for the board that Altman had a “consistent pattern of lying.”
- Mira Murati (former CTO) gives video testimony accusing Altman of “creating chaos” and “saying one thing to one person and completely the opposite to another.”
- Helen Toner (former board member) testifies the decision to fire Altman in November 2023 stemmed from a “pattern of behavior related to his honesty and candor.”
- Tasha McCauley (former board member) testifies Altman caused “repeated crisis events” through a “culture of lying and deceit.”
May 12, Day 10 — Sam Altman takes the stand. Testifies for approximately four hours. Tells the jury: “I believe I am an honest and trustworthy businessperson.” Denies promising Musk that OpenAI would remain a nonprofit forever. Pressed by Musk’s attorney Steven Molo on testimony of five witnesses who called him a liar. Describes the nonprofit as having been “left for dead” before the for-profit restructuring saved it.
May 13, Day 11 — Altman’s testimony concludes. Additional testimony reveals Microsoft internally feared over-reliance on OpenAI. Final witnesses called.
May 14, Day 12 (TODAY) — Last day of testimony. Closing arguments begin. Musk is absent from the courtroom — he is in China accompanying President Trump. Musk’s lead counsel apologizes to the jury for his absence.
What Happens Next
May 15 (projected) — Advisory jury deliberations begin. Phase 1 (liability) advisory verdict expected.
May 18 (projected) — Phase 2 (remedies/damages) begins. Focuses on financial restitution and potential divestiture. Musk seeks up to $134 billion in disgorgement, removal of Altman from the board, and unwinding of prior transactions.
Late May (projected) — Judge Gonzalez Rogers issues binding ruling.
What We’re Tracking
JustSaid monitors this case through court docket filings (PACER), courtroom reporting, and public statements from the parties. Every filing, hearing transcript, and significant courtroom development is timestamped and cataloged. The tracker provides a chronological record that connects individual events to the broader narrative — showing how discovery revelations informed trial strategy and how witness testimony corroborated or contradicted the documentary record.
Key signals we watch for:
- Advisory jury verdict — Expected May 15-16. While non-binding, Judge Gonzalez Rogers stated she would “very likely” follow the jury’s recommendation. A split verdict (liability on one claim but not the other) would create the most complex remedies phase.
- Remedies phase scope — If liability is found, the Phase 2 proceedings on damages and disgorgement will be as consequential as the verdict itself. Whether the judge orders financial restitution, structural remedies (removing Altman, unwinding transactions), or both will determine the case’s real-world impact.
- Appeal signals — Regardless of outcome, the losing party is expected to appeal. The Ninth Circuit appeal could take 12-18 months and could reach the Supreme Court if it raises novel questions about charitable trust law.
The Key Legal Questions
Does Musk’s $44 million in donations create an enforceable charitable trust? Musk’s legal team argues that his donations were made in reliance on OpenAI’s nonprofit mission, creating a charitable trust that the organization’s leadership breached by pursuing for-profit conversion. OpenAI argues that the donations were unconditional gifts with no strings attached, and that Musk had no contractual right to dictate the organization’s corporate structure.
Was OpenAI unjustly enriched by Musk’s contributions? The unjust enrichment claim argues that OpenAI received the benefit of Musk’s money and reputation under circumstances that make it inequitable for the organization to retain those benefits without compensating him. OpenAI counters that Musk received exactly what he bargained for — participation in founding an AI research organization — and that his later dissatisfaction with the organization’s direction does not create a right to restitution.
What is the appropriate remedy? Musk seeks up to $134 billion in disgorgement — effectively stripping OpenAI’s leadership of the financial benefits they received from the for-profit conversion. He also seeks removal of Altman from the board and unwinding of prior transactions. OpenAI argues that even if liability is found, the appropriate remedy is far more limited, and that $134 billion in disgorgement would destroy the company and harm the nonprofit’s remaining interest.
Outlook
The trial’s conclusion marks the beginning, not the end, of this case’s impact on the AI industry.
Near-term (May-June 2026): The advisory jury verdict and Judge Gonzalez Rogers’ binding ruling will establish whether OpenAI’s corporate transformation violated charitable trust obligations. A ruling for Musk — even a partial one — would create immediate uncertainty about OpenAI’s corporate structure, its $300 billion valuation, and its relationships with investors and partners.
Medium-term (2026-2027): Appeals are virtually certain regardless of outcome. The Ninth Circuit will review the trial court’s legal conclusions, potentially creating binding precedent on charitable trust law as applied to technology companies. Other nonprofit-to-for-profit conversions in the AI space would be directly affected.
Long-term: This case will establish whether the nonprofit structure that many early AI research organizations adopted — including OpenAI’s original structure — creates permanent obligations that survive corporate transformation. The answer will influence how future AI organizations structure themselves and how donors and founders negotiate their relationships with those organizations.
Frequently Asked Questions
Why is the jury only advisory? Because the surviving claims (breach of charitable trust and unjust enrichment) are equitable claims, they are decided by a judge rather than a jury under federal law. Judge Gonzalez Rogers empaneled an advisory jury under Federal Rule of Civil Procedure 39(c), which allows judges to seek a jury’s non-binding recommendation on factual questions. She stated she would “very likely” follow the jury’s verdict, but she retains full authority to reach a different conclusion.
What happens to OpenAI if Musk wins? It depends on the remedy. If the judge orders financial disgorgement without structural changes, OpenAI could continue operating but would face a massive financial obligation. If the judge orders removal of Altman or unwinding of the for-profit conversion, the consequences would be far more disruptive — potentially triggering investor exits, partner renegotiations, and leadership crisis. Any remedy would almost certainly be stayed pending appeal.
Could this case affect other AI companies? Yes. Several AI organizations — including the Allen Institute for AI (AI2) and the Machine Intelligence Research Institute (MIRI) — were founded as nonprofits. If the court rules that OpenAI’s nonprofit-to-for-profit conversion breached charitable trust obligations, it would create precedent that constrains similar conversions across the sector. The case could also affect how the FTC and state attorneys general evaluate future AI corporate restructurings.
Why did most of Musk’s claims get dismissed? Of 26 original claims, Judge Gonzalez Rogers dismissed most at the summary judgment stage because they either lacked sufficient evidence (the RICO claims), were legally insufficient (breach of contract, where no written contract existed), or failed to establish standing (antitrust claims where Musk’s harm as an xAI competitor was too speculative). The two surviving claims — breach of charitable trust and unjust enrichment — are the ones where the judge found genuine disputes of material fact requiring trial.