Judge allows Elon Musk’s fraud case against OpenAI and Microsoft to proceed

Team Finance Saathi

    02/May/2025

What's covered under the Article:

  1. Elon Musk’s fraud claims against OpenAI and parts of the lawsuit against Microsoft have been allowed to proceed by a US judge.

  2. The court dismissed several of Musk's other claims, including racketeering and breach of fiduciary duty.

  3. OpenAI faces a deadline to complete its restructuring amid SoftBank’s funding conditions tied to a $30 billion commitment.

In a significant legal development, a US federal judge has allowed parts of Elon Musk’s lawsuit against OpenAI and Microsoft to move forward, particularly the fraud allegations. The ruling narrows the scope of the billionaire’s case but maintains enough claims to keep the spotlight on OpenAI’s transition from a non-profit organisation to a for-profit tech powerhouse.


Background of the Legal Dispute

Elon Musk, one of the original co-founders of OpenAI, filed a lawsuit in 2023 alleging that the company had violated its founding principles, which were centred around transparency, openness, and public benefit. Musk claims that OpenAI, under CEO Sam Altman, betrayed its original mission by shifting towards profit-driven motives, especially after entering into a strategic partnership with Microsoft.

According to Musk, OpenAI’s structural transformation to a “capped-profit” entity, heavily backed by Microsoft, is in direct conflict with the public-charity model it initially adopted. He has accused OpenAI of pursuing closed-door commercial interests rather than maintaining its original commitment to openness and safety in AI development.


What the Court Ruled

On Thursday, May 2, US District Judge Yvonne Gonzalez Rogers of Oakland, California, issued a mixed ruling on Musk's claims:

  • Allowed to proceed:
    The fraud claims against OpenAI can continue, meaning that the court finds sufficient basis for Musk’s allegations that he was misled or deceived regarding the company's direction and mission.

  • Claims not dismissed against Microsoft:
    Some claims against Microsoft, which has invested billions in OpenAI and integrated its technology into products like Azure and Office, were also allowed to go forward.

  • Dismissed claims:
    The court threw out several other accusations, including:

    • Racketeering

    • False advertising

    • Breach of fiduciary duty

The court found these claims either too vague or insufficiently supported to proceed in court.


OpenAI’s Corporate Structure in Spotlight

OpenAI has recently been involved in ongoing negotiations with officials in Delaware and California over how to manage its legal structure. The company is under pressure to finalise its restructuring by the end of 2025, especially since SoftBank Group’s $30 billion funding deal is contingent on this overhaul.

Should the company fail to meet this deadline, SoftBank has the option to reduce its investment commitment to $20 billion, which could potentially affect OpenAI’s growth and expansion plans. However, OpenAI would also have the option to seek alternative investors, providing it with some flexibility.


The Musk–Altman Rift

This lawsuit is just the latest chapter in the ongoing public fallout between Elon Musk and Sam Altman. While the two collaborated closely during OpenAI’s formative years, they have since taken divergent paths on both AI philosophy and business strategy.

Musk, now running xAI—his own artificial intelligence startup—has repeatedly criticised OpenAI for becoming “closed source” and drifting away from its founding ethos. He has expressed concerns that general-purpose AI, if monopolised, could pose risks to society, and believes that OpenAI's close ties with Microsoft undermine its independence.


Microsoft's Role in the Dispute

Microsoft’s multi-billion-dollar investment in OpenAI gave it preferential access to OpenAI’s powerful large language models, like GPT-4. While Microsoft maintains it has no ownership over OpenAI, its close integration with the company has raised concerns around commercial influence and AI safety.

The court’s decision to allow some claims against Microsoft to proceed signals that the judge sees merit in exploring whether the tech giant played a role in shifting OpenAI’s direction for profit.


Legal Implications and Industry Impact

Although several claims have been dismissed, the fact that the fraud case is proceeding is a major win for Musk. It opens the door for court-ordered discovery, where documents, internal communications, and strategy discussions could be revealed.

This lawsuit is closely watched by tech insiders, investors, and policymakers. Its outcome could:

  • Influence how AI companies are structured and regulated

  • Set legal precedents for transitioning from non-profit to for-profit status

  • Prompt other founders and stakeholders to revisit organisational mission drift


What's Next for OpenAI

As the legal battle unfolds, OpenAI faces:

  • A tight timeline to complete its restructuring

  • Pressure to maintain transparency with investors and regulators

  • A potential shake-up of its funding sources if SoftBank pulls back

Meanwhile, Sam Altman and the OpenAI board continue to defend the company's evolution, insisting that the current capped-profit model is necessary to balance innovation, safety, and public interest.


Conclusion

This partial win in court could bolster Elon Musk’s narrative around AI ethics and corporate accountability. While OpenAI may have dodged some of the more serious legal bullets, it now faces increased scrutiny not just from regulators and investors, but also from its co-founder, who’s determined to hold it to its original promises.

The coming months will be critical as OpenAI balances expanding business operations with legal and structural obligations, all under the watchful eye of a growing number of stakeholders.

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