The Times v. Microsoft/OpenAI: Substantial Technical Collaboration on the Creation of the Models (3)

III. THE PARTIES

14. Plaintiff The New York Times Company is a New York corporation with its headquarters and principal place of business in New York. The Times publishes digital and print products, including its core news product, The New York Times, which is available on its mobile applications, on its website (NYTimes.com), and as a printed newspaper, and associated content such as its podcasts. The Times also publishes other interest-specific publications, including The Athletic (sports media), Cooking (recipes and other cooking-related content), Games (puzzles and games), and Wirecutter (shopping recommendations). The Times owns over 3 million registered, copyrighted works, including those set forth in Exhibits A–I, K (“Times Works”).

15. Microsoft Corporation is a Washington corporation with a principal place of business and headquarters in Redmond, Washington. Microsoft has invested at least $13 billion in OpenAI Global LLC in exchange for which Microsoft will receive 75% of that company’s profits until its investment is repaid, after which Microsoft will own a 49% stake in that company.

16. Microsoft has described its relationship with the OpenAI Defendants as a “partnership.” This partnership has included contributing and operating the cloud computing services used to copy Times Works and train the OpenAI Defendants’ GenAI models. It has also included, upon information and belief, substantial technical collaboration on the creation of those models. Microsoft possesses copies of, or obtains preferential access to, the OpenAI Defendants’ latest GenAI models that have been trained on and embody unauthorized copies of the Times Works. Microsoft uses these models to provide infringing content and, at times, misinformation to users of its products and online services. During a quarterly earnings call in October 2023, Microsoft noted that “more than 18,000 organizations now use Azure OpenAI Service, including new-to-Azure customers.”

17. The OpenAI Defendants consist of a web of interrelated Delaware entities.

18. Defendant OpenAI Inc. is a Delaware nonprofit corporation with a principal place of business located at 3180 18th Street, San Francisco, California. OpenAI Inc. was formed in December 2015. OpenAI Inc. indirectly owns and controls all other OpenAI entities and has been directly involved in perpetrating the mass infringement and other unlawful conduct alleged here.

19. Defendant OpenAI LP is a Delaware limited partnership with its principal place of business located at 3180 18th Street, San Francisco, California. OpenAI LP was formed in 2019. OpenAI LP is a wholly owned subsidiary of OpenAI Inc. that is operated for profit and is controlled by OpenAI Inc. OpenAI LP was directly involved in perpetrating the mass infringement and commercial exploitation of Times Works alleged here.

20. Defendant OpenAI GP, LLC is a Delaware limited liability company with a principal place of business located at 3180 18th Street, San Francisco, California. OpenAI GP, LLC is the general partner of OpenAI LP, and it manages and operates the day-to-day business and affairs of OpenAI LP. OpenAI GP LLC is wholly owned and controlled by OpenAI Inc. OpenAI, Inc. uses OpenAI GP LLC to control OpenAI LP and OpenAI Global, LLC. OpenAI GP, LLC was involved in perpetrating the mass infringement and unlawful exploitation of Times Works alleged here through its direction and control of OpenAI LP and OpenAI Global LLC.

21. Defendant OpenAI, LLC is a Delaware limited liability company with a principal place of business located at 3180 18th Street, San Francisco, California. OpenAI, LLC was formed in September 2020. OpenAI LLC owns, sells, licenses, and monetizes a number of OpenAI’s offerings, including ChatGPT, ChatGPT Enterprise, and OpenAI’s API tools, all of which were built on OpenAI’s mass infringement and unlawful exploitation of Times Works. Upon information and belief, OpenAI, LLC is owned and controlled by both OpenAI Inc. and Microsoft Corporation,

through OpenAI Global LLC and OpenAI OpCo LLC.

22. Defendant OpenAI OpCo LLC is a Delaware limited liability company with a principal place of business located at 3180 18th Street, San Francisco, California. OpenAI OpCo LLC is a wholly owned subsidiary of OpenAI Inc. and has facilitated and directed OpenAI’s mass infringement and unlawful exploitation of Times Works through its management and direction of OpenAI, LLC.

23. Defendant OpenAI Global LLC is a Delaware limited liability company formed in December 2022. OpenAI Global LLC has a principal place of business located at 3180 18th Street, San Francisco, California. Microsoft Corporation has a minority stake in OpenAI Global LLC and OpenAI, Inc. has a majority stake in OpenAI Global LLC, indirectly through OpenAI Holdings LLC and OAI Corporation, LLC. OpenAI Global LLC was and is involved in unlawful conduct alleged herein through its ownership, control, and direction of OpenAI LLC.

24. Defendant OAI Corporation, LLC is a Delaware limited liability company with a principal place of business located at 3180 18th Street, San Francisco, California. OAI Corporation, LLC’s sole member is OpenAI Holdings, LLC. OAI Corporation, LLC was and is involved in the unlawful conduct alleged herein through its ownership, control, and direction of OpenAI Global LLC and OpenAI LLC.

25. Defendant OpenAI Holdings, LLC is a Delaware limited liability company, whose sole members are OpenAI, Inc. and Aestas, LLC, whose sole member, in turn, is Aestas Management Company, LLC. Aestas Management Company, LLC is a Delaware shell company formed for the purpose of executing a $495 million capital raise for OpenAI.