Musk's Suit Seeks OpenAI's Return to Advancing AI for 'Benefit of Humanity'

OpenAI, under its new board put in place during a tumultuous period in November amid Sam Altman’s ouster and return as CEO, is "refining" its artificial general intelligence (AGI) to maximize profits for Microsoft, "rather than for the benefit of humanity,” said Elon Musk’s fraud complaint Thursday (24-612746) in San Francisco County Superior Court.

The suit names Altman and OpenAI President Greg Brockman as defendants, plus OpenAI's nonprofit arm and its various for-profit entities. Musk last year launched his own AI company, xAI, which has developed an AI chatbot, Grok, that's designed to compete with OpenAI and Google. In a Dec. 7 tweet, X said Grok was rolling out to X Premium+ subscribers in the U.S.

In a Microsoft board “coup,” Altman was fired Nov. 17 over the board's loss of “’confidence in his ability to continue leading OpenAI, because 'he was not consistently candid with the board,’” the complaint noted. “In a series of stunning developments” over the next few days, Altman and Brockman, “in concert with Microsoft, exploited Microsoft’s significant leverage over OpenAI, Inc." and forced the resignations of a majority of OpenAI, Inc.’s board members, including Chief Scientist Ilya Sutskever, the complaint said. Altman was reinstated as CEO Nov. 21.

The new board members, “hand-picked” by Altman “and blessed by Microsoft," lack substantial AI expertise, said the complaint. On information and belief, the board is "ill equipped by design to make an independent determination of whether and when OpenAI has attained AGI," it said. It hence is unable to determine when OpenAI has developed an algorithm that's "outside the scope of Microsoft’s license,” the complaint said.

GPT-4, now a “de facto Microsoft proprietary algorithm” integrated into the Office software suite, was developed by OpenAI using contributions from Musk and others “that were intended to benefit the public,” said the complaint. Altman shared Musk’s concerns over “the threat posed by AGI,” it said. It cited a 2015 comment from Altman that development of "superhuman machine intelligence is probably the greatest threat to the continued existence of humanity.”

Later in 2015, Altman approached Musk, proposing that they join forces, with Brockman, to form a nonprofit AI lab “that would try to catch up to Google in the race for AGI, but it would be the opposite of Google,” the complaint said. They agreed the lab would be a “nonprofit developing AGI for the benefit of humanity,” and would be open source, “not keep its technology closed and secret for proprietary commercial reasons,” it said. Musk named the lab OpenAI, with the goal of serving as a counterbalance to Google’s race for AGI with its DeepMind lab, it said.

In 2018, Altman sent Musk a draft OpenAI charter, describing OpenAI’s mission committing to "use any influence we obtain over AGI’s deployment to ensure it is used for the benefit of all, and to avoid enabling uses of AI or AGI that harm humanity or unduly concentrate power," it said.

Musk was a “moving force behind the creation of OpenAI,” said the complaint, and he contributed a majority of the funding in the first several years, including $3.48 billion in 2019 alone, advising on research and recruiting leading scientists and engineers, including Sutskever. Its initial research “was performed in the open, providing free and public access to designs, models, and code,” it said. Musk made funding contributions to OpenAI through Sept. 14, 2020, it said.

Microsoft’s September 2020 agreement with OpenAI exclusively licensed OpenAI’s GPT-3 language model and included no rights to AGI, the complaint said. It was up to OpenAI’s nonprofit board, “not Microsoft, to determine when OpenAI attained AGI,” it said. In 2023, Altman, Brockman and OpenAI “set the Founding Agreement aflame,” it said.

In March 2023, OpenAI released GPT-4, a language model that’s “better at reasoning than average humans,” the complaint said. Its internal design remains a secret, except to OpenAI and “on information and belief, Microsoft,” it said.

OpenAI Inc.’s website continues to profess that its charter is to ensure that AGI “benefits all of humanity.” In reality, the complaint said, “OpenAI, Inc. has been transformed into a closed-source de facto subsidiary of the largest technology company in the world: Microsoft.” Under the new board, OpenAI is “refining an AGI to maximize profits for Microsoft, rather than for the benefit of humanity,” the complaint alleged. Its technology, including GPT-4, is “closed-source primarily to serve the proprietary commercial interests of Microsoft."

The lawsuit aims to compel OpenAI to adhere to the OpenAI founding agreement and return to the mission to develop AGI “for the benefit of humanity,” said the complaint, “and not to personally benefit the individual Defendants and the largest technology company in the world.”

Causes of action are breach of contract, promissory estoppel, breach of fiduciary duty, accounting and unfair business practices under the California Business and Professions Code. Musk seeks orders requiring that the defendants continue to follow OpenAI’s practice of making AI research and technology developed at OpenAI “available to the public” and an order prohibiting them from using OpenAI, Inc.’s assets for the financial benefit of the defendants, Microsoft or other entities.

Musk also seeks an award of restitution or disgorgement of all monies received by defendants while engaged in their “unfair and improper practices," an accounting of funds donated by Musk and others to OpenAI and of intellectual property or derivative works funded by them, plus the defendants’ use of the funds for personal benefit or that of a third party. He seeks general, compensatory and punitive damages, attorneys’ fees and pre- and post-judgment interest.