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CALIFORNIA — OpenAI and Microsoft are seeking to shut down Elon Musk’s lawsuit accusing them of betraying the original nonprofit vision behind ChatGPT, calling the billionaire’s claims legally baseless in motions filed Thursday in California federal court.

The Musk OpenAI lawsuit dismissal effort comes as both companies argue that Musk, now on his third version of the complaint, still hasn’t proven any contractual or fraudulent promises were made—let alone broken—when OpenAI transitioned from a nonprofit to a for-profit structure.

“Now on his third complaint, Musk still cannot plead a contract or a fraudulent promise,” OpenAI said in its brief, noting that Musk’s framing of his financial contributions as a quid pro quo falls apart under scrutiny.

OpenAI: “No False Promises, No Contract”

OpenAI asserts that Musk’s latest complaint offers no evidence of fraud or intent to deceive. “He says his charitable donations were not donations at all,” OpenAI’s attorneys wrote, “but the product of a quid pro quo. Yet the only well-pleaded allegations defeat rather than support that characterization.”

The company urged the court to dismiss the remaining claims with prejudice, citing Musk’s failure to allege that OpenAI made knowingly false promises at the time of the alleged agreement.

OpenAI has also filed a counterclaim, accusing Musk of relentless harassment and referencing a $97.4 billion “sham bid” Musk allegedly made for the company’s assets earlier this year.

Microsoft: “We Weren’t Even Involved”

Microsoft, added to the suit later in 2023, argued in its own motion that it played no role in any of the alleged agreements Musk claims were breached.

“At best,” Microsoft said, the lawsuit suggests it should have known about discussions it wasn’t involved in. That lack of direct knowledge, the tech giant said, is fatal to Musk’s claims.

The Dispute's Origin and Legal Backdrop

The high-stakes battle began in March 2024 in California state court, with Musk accusing OpenAI CEO Sam Altman, Microsoft, and others of “setting the founding agreement aflame” by shifting OpenAI’s business model to favor profit. He likened the alleged betrayal to raising funds to save the Amazon rainforest only to start a for-profit logging operation.

At the time, Musk claimed he had been misled as an early funder of OpenAI and had believed the company would remain public-serving.

After dropping the original state court case just before a dismissal hearing, Musk refiled in federal court weeks later. OpenAI immediately moved for dismissal, accusing Musk of using the courts as a competitive tactic amid the rise of his own AI venture, xAI, a direct competitor to ChatGPT.

Trial Timeline and Legal Representation

The court recently set a trial date for March 2026. Meanwhile, legal teams are pushing ahead with procedural maneuvers:

• OpenAI is represented by Jordan Eth, William Frentzen, and David J. Wiener of Morrison Foerster LLP, and William Savitt, Bradley R. Wilson, Sarah K. Eddy, and Nathaniel Cullerton of Wachtell Lipton Rosen & Katz.

• Microsoft is represented by Russell P. Cohen and Nisha Patel of Dechert LLP.

• Elon Musk is represented by Marc Toberoff and Jaymie Parkkinen of Toberoff & Associates PC.

The case is Elon Musk et al. v. Samuel Altman et al., case number 4:24-cv-04722, in the U.S. District Court for the Northern District of California.