A federal jury dismissed all of Elon Musk's claims against OpenAI and Sam Altman as time-barred, leaving charitable trust and nonprofit conversion questions unresolved on appeal.
A federal jury in Oakland, California, unanimously found on May 18 that Elon Musk filed his lawsuit against OpenAI and CEO Sam Altman too late, concluding that all claims were barred by a three-year statute of limitations [1]. Judge Yvonne Gonzalez Rogers, sitting in the U.S. District Court for the Northern District of California, immediately adopted the advisory verdict and dismissed the entire case [1]. The ruling extinguished Musk's approximately $150 billion damages theory and his related claim against Microsoft [2].
The case arose from Musk's contention that OpenAI's conversion from a nonprofit charitable trust to a for-profit structure betrayed the organization's founding mission [1]. After a three-week trial, jurors heard testimony from Altman, OpenAI President Greg Brockman, and Microsoft CEO Satya Nadella before returning their verdict [2]. Musk's lead counsel, Marc Toberoff, immediately characterized the outcome as a decision on procedural grounds rather than the merits and announced plans to appeal [2]. OpenAI's defense was led by William Savitt.
The substantive significance extends beyond the immediate parties. The lawsuit raised largely unresolved questions about the obligations of charitable trusts when nonprofit technology organizations restructure into for-profit entities, and about what remedies, if any, exist for founders or other stakeholders who challenge such conversions [1]. Because the jury never reached the merits, those questions remain unanswered as a matter of adjudicated law. The dismissal does, however, leave intact OpenAI's ongoing restructuring process and its commercial relationships with Microsoft [2].
What comes next hinges on Toberoff's appeal to the Ninth Circuit. An appellate panel will determine whether Judge Gonzalez Rogers correctly applied the three-year limitations period and whether any of Musk's claims accrued at a later date that would have made them timely [2]. If the Ninth Circuit revives any claim, the case would return for a merits trial, potentially forcing a court to rule directly on the legal duties owed by a nonprofit's founders and trustees during a conversion of this scale [1]. Parallel regulatory scrutiny of OpenAI's restructuring by state attorneys general adds a separate track of legal exposure that the verdict does not resolve [1].