“18. Mr. Musk has long recognized that AGI poses a grave threat to humanity—perhaps the greatest existential threat we face today.”
COMPLAINT [EXCERPTS]
18. Mr. Musk has long recognized that AGI poses a grave threat to humanity—perhaps the greatest existential threat we face today. His concerns mirrored those raised before him by luminaries like Stephen Hawking and Sun Microsystems founder Bill Joy. Our entire economy is based around the fact that humans work together and come up with the best solutions to a hard task. If a machine can solve nearly any task better than we can, that machine becomes more economically useful than we are. As Mr. Joy warned, with strong AGI, “the future doesn’t need us.” Mr. Musk 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…
19. But where some like Mr. Musk see an existential threat in AGI, others see AGI as a source of profit and power…
22. With the DeepMind team, Google immediately catapulted to the front of the race for AGI. Mr. Musk was deeply troubled by this development. He believed (and still does) that in the hands of a closed, for-profit company like Google, AGI poses a particularly acute and noxious danger to humanity. In 2014, it was already difficult enough to compete with Google in its core businesses. Google had collected a uniquely large set of data from our searches, our emails, and nearly every book in our libraries. Nevertheless, up to this point, everyone had the potential to compete with Google through superior human intelligence and hard work. AGI would make competition nearly impossible.
B. The Founding Agreement Of OpenAI, Inc.
23. Mr. Altman purported to share Mr. Musk’s concerns over the threat posed by AGI. In 2015, Mr. Altman wrote that the “[d]evelopment of superhuman machine intelligence (SMI) is probably the greatest threat to the continued existence of humanity. There are other threats that I think are more certain to happen . . . but are unlikely to destroy every human in the universe in the way that SMI could.” Later that same year, Mr. Altman approached Mr. Musk with a proposal: that they join forces to form a non-profit AI lab that would try to catch up to Google in the race for AGI, but it would be the opposite of Google.
31. Furthermore, on information and belief, GPT-4 is an AGI algorithm, and hence expressly outside the scope of Microsoft’s September 2020 exclusive license with OpenAI. In this regard, Microsoft’s own researchers have publicly stated that, “[g]iven the breadth and depth of GPT-4’s capabilities, we believe that it could reasonably be viewed as an early (yet still incomplete) version of an artificial general intelligence (AGI) system.” Moreover, on information and belief, OpenAI is currently developing a model known as Q* (Q star) that has an even stronger claim to AGI. As noted, Microsoft only has rights to certain of OpenAI’s pre-AGI technology. But for purposes of the Microsoft license, it is up to OpenAI, Inc.’s Board to determine whether OpenAI has attained AGI, and a Board coup took place in November 2023. On November 17, 2023, OpenAI, Inc.’s Board fired Mr. Altman after losing “confidence in his ability to continue leading OpenAI” because “he was not consistently candid with the board.” In a series of stunning developments spanning the next several days, Mr. Altman and Mr. Brockman, in concert with Microsoft, exploited Microsoft’s significant leverage over OpenAI, Inc. and forced the resignation of a majority of OpenAI, Inc.’s Board members, including Chief Scientist Ilya Sutskever. Mr. Altman was reinstated as CEO of OpenAI, Inc. on November 21. On information and belief, the new Board members were hand-picked by Mr. Altman and blessed by Microsoft. The new Board members lack substantial AI expertise and, on information and belief, are ill equipped by design to make an independent determination of whether and when OpenAI has attained AGI—and hence when it has developed an algorithm that is outside the scope of Microsoft’s license.
90. Having reached the threshold of AGI, which under the Founding Agreement they were to develop for the benefit of humanity rather than for any for-profit company or personal profit, Defendants instead radically departed from their mission in breach of the Founding Agreement. GPT-4 is an entirely closed model. The internal design of GPT-4 remains a secret and no code has been released. OpenAI has not published a paper describing any aspect of its internal design; it has simply issued press releases boasting about its performance. The internal details of GPT-4 are known only to OpenAI and, on information and belief, to Microsoft. GPT-4 is hence the opposite of “open AI.” And it is closed for propriety commercial reasons: Microsoft stands to make a fortune selling GPT-4 to the public, which would not be possible if OpenAI—as it is required to do—makes the technology freely available to the public. Contrary to the Founding Agreement, Defendants have chosen to use GPT-4 not for the benefit of humanity, but as proprietary technology to maximize profits for literally the largest company in the world. Further, OpenAI’s entire development is now veiled in secrecy and the public only has rumors and isolated fragments of communications to understand what may be released next.
92. Reuters has reported that OpenAI is developing a secretive algorithm called Q*. While it is not clear what Q* is, Reuters has reported that several OpenAI staff members wrote a letter warning about the potential power of Q*. It appears Q* may now or in the future be a part of an even clearer and more striking example of artificial general intelligence that has been developed by OpenAI. As an AGI, it would be explicitly outside the scope of OpenAI’s license with Microsoft, and must be made available for the benefit of the public at large.
98. On information and belief, Mr. Altman’s firing was due in part to OpenAI’s breakthrough in realizing AGI. In fact, news reports suggested that there was a rift among OpenAI Board members and executives regarding safety concerns and the potential threat posed by OpenAI’s next generation Q*.
113. OpenAI’s conduct could have seismic implications for Silicon Valley and, if allowed to stand, could represent a paradigm shift for technology start-ups. It is important to reflect on what has transpired here: a non-profit startup has collected tens of millions of dollars in contributions for the express purpose of developing AGI technology for public benefit, and shortly before achieving the very milestone that the company was created to achieve, the company has become a closed, for-profit partner of the world’s largest corporation, thereby personally enriching the Defendants. If this business model were valid, it would radically redefine how venture capitalism is practiced in California and beyond. Rather than start out as a for-profit entity from the outset, “smart” investors would establish non-profits, use pre-tax donations to fund research and development, and then once their technology had been developed and proven, would slide the resulting IP assets into a new for-profit venture to enrich themselves and their profit-maximizing corporate partners. That is not supposed to be how the law works in California or anywhere else in this country, and this should not be the first Court to hold otherwise.
114. To further understand why this is important, if OpenAI’s new business model is valid, for every dollar that an investor “invests” by contributing to a non-profit, that investor gets approximately 50 cents back from the state and federal governments in the form of reduced income taxes, so the net cost to them of each $1 of investment is only 50 cents. However, with OpenAI’s new business model, they get the same “for profit” upside as those who invest the conventional way in for-profit corporations and thus do not get an immediate tax write off, financed by the government and, ultimately, the public. From an investment perspective, competing against an entity employing the new OpenAI business model would be like playing a game of basketball where the other team’s baskets are worth twice as many points. If this Court validates OpenAI’s conduct here, any start-up seeking to remain competitive in Silicon Valley would essentially be required to follow this OpenAI playbook, which would become standard operating procedure for start-ups to the detriment of legitimate non-profits, the government’s tax coffers, and ultimately the people of California and beyond. Notably, OpenAI’s for-profit arm was recently valued at nearly $80 billion.
122. Mr. Musk founded and funded OpenAI, Inc. with Mr. Altman and Mr. Brockman in exchange for and relying on the Founding Agreement to ensure that AGI would benefit humanity, not for-profit corporations. As events turned out in 2023, his contributions to OpenAI, Inc. have been twisted to benefit the Defendants and the biggest company in the world. This was a stark betrayal of the Founding Agreement, turning that Agreement on its head and perverting OpenAI, Inc.’s mission. Imagine donating to a non-profit whose asserted mission is to protect the Amazon rainforest, but then the non-profit creates a for-profit Amazonian logging company that uses the fruits of the donations to clear the rainforest. That is the story of OpenAI, Inc.
LEARN MORE:
Elon Musk sues OpenAI, accuses ChatGPT maker of abandoning its original mission. Musk helped found OpenAI but left the company and is now building his own AI startup – The Washington Post
Elon Musk sues OpenAI and Sam Altman over ‘betrayal’ of nonprofit AI mission – TechCrunch
Elon Musk sues OpenAI and CEO Sam Altman over breach of contract – Axios
Elon Musk sues OpenAI for choosing profits over ‘the benefit of humanity’ – NPR
Elon Musk has sued OpenAI and its CEO Sam Altman, claiming that the company failed to keep its promise of developing AI tools for “the benefit of humanity” over maximizing profits. Musk helped launch and fund OpenAI in its early years. His lawyers argue that Musk poured time, money and recruiting resources to the AI lab, which was established in 2015, on the condition that it would remain a nonprofit “dedicated to creating safe, open-source AGI for public benefit,” referring to artificial general intelligence — the point at which machines surpass the capabilities of the human brain.
The suit, which was filed Thursday in Superior Court in San Francisco, accuses OpenAI, Altman and the company’s president Greg Brockman of breaking their agreement with Musk by abandoning those founding principles over the years. The Tesla CEO is asking the court to order OpenAI, which is now backed by Microsoft, to make its research and technology available to public, as well as prohibit the company’s executives and Microsoft from receiving any financial gain from its work. Musk is also seeking damages, though the amount is unclear. Musk’s lawyers say any compensation from the suit will be given to a nonprofit or charity. OpenAI declined to comment.
Musk’s lawsuit scrutinizing OpenAI’s founding ethos taps into criticism the company has faced since the release of ChatGPT propelled the company’s profile and attracted billions of dollars in outside investment. OpenAI’s structure is unusual for a tech company. A nonprofit board oversees its for-profit arm, which at times can create tension over how quickly to commercialize products. The at-times dueling sides were on display last year when Altman was abruptly ousted then brought back to the company. The drama was partially fueled by the fear that OpenAI was sidestepping safety concerns by publicly releasing new AI products too quickly. Altman has denied this. There have been calls for OpenAI to dissolve its nonprofit side, but the unorthodox structure remains in place.
According to the suit, Altman approached Musk in 2015 out of shared concerns over the risks of AI and specifically, the AI research lab owned by Google known as DeepMind. After all parties agreed that OpenAI would be nonprofit and open-sourced, Musk contributed more than $44 million to the ChatGPT maker between 2016 and 2020, the suit says. Musk’s lawyers also describe him as “instrumental” to OpenAI’s recruiting efforts, including the hiring of Ilya Sutskever, who left Google to be the chief scientist at OpenAI. In 2018, Musk stepped down as co-chair of OpenAI, though the suit says he continued to contribute to the company and regularly received updates about the company from Altman, Sutskever and Brockman.
The complaint argues that the company went wayward in recent years after decisions to create a for-profit subsidiary, give Microsoft an exclusive license to some of its technology, and keeping secret the internal design of ChatGPT’s latest version. “OpenAI Inc. has been transformed into a closed-source de facto subsidiary of the largest technology company, Microsoft,” accoridng to the suit. OpenAI and Altman have been thrown into turmoil repeatedly since the company’s chatbot made its public debut in November 2022.
Musk has been openly part of the backlash. Last year, he told then-Fox News host Tucker Carlson that ChatGPT has a liberal bias, and he planned to provide an alternative. In July, Musk launched his own AI startup called xAI to create AI tools that “assist humanity in its quest for understanding and knowledge.” Musk’s company offers a limited number of users in the U.S. the opportunity to try the prototype and provide feedback, though early access requires a paid subscription to another Musk company, X, formerly known as Twitter.
Elon Musk sues OpenAI and CEO Sam Altman over contract breach – CNBC
Elon Musk is suing Microsoft-backed OpenAI and its CEO, Sam Altman, among others, alleging they abandoned the company’s founding mission to develop artificial intelligence “for the benefit of humanity broadly.” In a lawsuit filed Thursday with a San Francisco court, Musk’s lawyers said the tech billionaire was approached in 2015 by Altman and OpenAI co-founder Greg Brockman and agreed to form a nonprofit lab that would develop artificial general intelligence for the “benefit of humanity.” A co-founder of OpenAI in 2015, Musk stepped down from the firm’s board in 2018, four years after saying that AI is “potentially more dangerous than nukes.” “To this day, OpenAI, Inc.‘s website continues to profess that its charter is to ensure that AGI benefits all of humanity.’ In reality, however, OpenAI, Inc. has been transformed into a closed-source de facto subsidiary of the largest technology company in the world: Microsoft,” the lawsuit filing said. Musk’s lawyers said in the lawsuit that OpenAI’s focus on maximizing profits for Microsoft breaks that agreement. “Under its new Board, it is not just developing but is actually refining an AGI to maximize profits for Microsoft, rather than for the benefit of humanity,” the filing said. OpenAI was not immediately available for comment. Microsoft declined to comment.
Elon Musk sues OpenAI for abandoning original mission for profit – Reuters
March 1 (Reuters) – Billionaire entrepreneur Elon Musk has sued ChatGPT-maker OpenAI and its CEO, Sam Altman, saying they abandoned the startup’s original mission to develop artificial intelligence for the benefit of humanity and not for profit. The lawsuit filed late on Thursday in California Superior Court in San Francisco is a culmination of Musk’s long-simmering opposition to the startup he co-founded. OpenAI has since become the face of generative AI, partly due to billions of dollars in funding from Microsoft (MSFT.O), opens new tab. Musk went on to found his own artificial intelligence startup, xAI, launched last July.
Musk’s lawsuit alleges a breach of contract, saying Altman and co-founder Greg Brockman originally approached him to make an open source, non-profit company, but the startup established in 2015 is now focused on making money. Musk said OpenAI’s three founders originally agreed to work on artificial general intelligence (AGI), a concept that machines could handle tasks like a human, but in a way that would “benefit humanity,” according to the lawsuit.