Elon Musk has asked a federal judge to dismiss OpenAI’s countersuit, calling it legally hollow and a sign the AI lab has veered off its charitable mission.
In a 33-page motion filed Wednesday, attorneys for Musk and his AI company, xAI, argued that the $97.375 billion letter of intent to buy OpenAI’s assets — and related complaints — are covered by First Amendment protections and California’s litigation privilege.
“The nonprofit is nothing more than an inconvenience standing in the way of Altman’s profit-driven ambitions,” Musk’s attorney Marc Toberoff said in the filing, referring to OpenAI’s CEO, Sam Altman.
“OpenAI’s counterclaims not only fail as a matter of law, they confirm OpenAI’s betrayal of its charitable mission, and the public at large,” Toberoff added.
In an April court filing, OpenAI accused Musk of waging a “relentless” campaign to harm the company, including press attacks, legal threats, and a “sham” $97.4 billion bid — part of what it called a personal vendetta after Musk left OpenAI in 2018.
Musk calls OpenAI’s corporate pivot a ‘façade’
Musk’s latest filing, submitted at the Northern District of California court, comes after OpenAI said on Monday it would not transfer control away from its nonprofit after all.
The ChatGPT maker said it would now restructure its for-profit arm as a public benefit corporation, while keeping overall control with its nonprofit parent — a move it says better reflects its mission.
Musk’s legal team isn’t convinced. In the Wednesday filing, they called the restructuring pivot “a façade that changes nothing,” arguing that it does little to restore the nonprofit’s original public-serving goals.
In its April filing, OpenAI called Musk’s February 10 letter of intent to purchase OpenAI’s assets a “sham” and suggested its offer figure was a “joking reference” to a sci-fi character called “974 Praf.” Musk’s team, however, said in its Wednesday filing that the bid was real, backed by funds capable of closing a deal, and “had nothing to do with literary references.”
OpenAI’s countersuit said the $97.4 billion offer could have shaken investor confidence or raised its cost of capital. But Musk’s legal team said Wednesday the complaint failed to name any investors who walked away. Last month, OpenAI raised an additional $40 billion in a round spearheaded by SoftBank.
The legal clash is now heading to court. US District Judge Yvonne Gonzalez Rogers has scheduled a first-phase trial for Musk’s breach-of-charity claims in 2026, teeing up a high-stakes courtroom showdown between two of the original OpenAI cofounders now leading competing AI ventures.
Lawyers for OpenAI and xAI did not immediately respond to a request for comment from Business Insider.
