OpenAI: Company States That Some of the Plaintiffs' Claims Fail

II. ARGUMENT

D. Plaintiffs’ Intentional and Negligent Interference with Prospective Economic Relations Claims Fail

The Opposition does not point to factual allegations to satisfy a single element of Plaintiffs’ claims for intentional or negligent interference with prospective economic advantage.

No Economic Relationship with the Probability of Future Economic Benefit. Plaintiffs contend that they have satisfied this element because (i) the FAC refers to “open-source licensing relationships and communities,” (Opp. at 19), and (ii) courts have recognized that there are “economic benefits[] to the creation and distribution of copyrighted works under public licenses.” Jacobsen v. Katzer, 535 F.3d 1373, 1379 (Fed. Cir. 2008).

While licenses may sometimes confer benefits, Plaintiffs’ cited authority does not involve a tortious interference claim and does not stand for the proposition that referring to open source licenses alone is sufficient to satisfy this element at the pleading stage.

As stated in OpenAI’s Motion, Plaintiffs must plead specific economic relationships between Plaintiffs and third parties that have the probability of future economic benefit, not merely the hope of future transactions. (See MTD at 15-16.) Plaintiffs have failed to do so and have not cited a single case that states otherwise.

No Knowledge of an Economic Relationship with Third Parties. Plaintiffs’ conclusory argument that Defendants were aware of “these relationships, including those of open-source communities” (Opp. at 19.) fails to show that they adequately alleged OpenAI’s knowledge of an economic relationship between Plaintiffs and a third party.

Further, while Plaintiffs argue they need not name the third party (id. at 20), the Ramona court made clear that the third party must be “identified in some manner.” Ramona Manor Convalescent Hosp. v. Care Enters., 177 Cal. App. 3d 1120, 1133 (1986).

As many courts have acknowledged, the allegations “must do more than conclusorily allege the existence of business relationships with which the defendant interfered.” Logistick, Inc. v. AB Airbags, Inc., 543 F. Supp. 3d 881, 887 (S.D. Cal. 2021); see also Damabeh v. 7-Eleven, Inc., No. 5:12-cv-1739-LHK, 2013 WL 1915867, at *10 (N.D. Cal. May 8, 2013) (a plaintiff “must identify with particularity the relationships or opportunities with which defendant is alleged to have interfered”). Plaintiffs’ allegations do not identify with particularity the relationships with which OpenAI allegedly interfered.

No Actual Disruption and Economic Harm. Plaintiffs’ conclusory statements that the FAC “alleges actual disruption of Plaintiffs’ relationship with their users” and “does adequately allege economic harm due to interference with Plaintiffs’ open source code community” are insufficient to defeat OpenAI’s Motion. (Opp. at 20.)

These blanket assertions, without any factual support, do not provide the requisite showing that OpenAI’s conduct actually disrupted Plaintiffs’ relationships with third parties or resulted in economic harm. See Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 n.3 (2007) (“Rule 8(a)(2) still requires a ‘showing,’ rather than a blanket assertion.”).

For example, Plaintiffs do not allege in what way their future relationships with specific third parties were disrupted. Further, Plaintiffs’ statement that “[t]he fact that the open-source software was offered for free does not mean there was no consideration owed under the open-source license” does not demonstrate that Plaintiffs have suffered economic harm. (Opp. at 20.)

As stated in OpenAI’s Motion, Plaintiffs have not identified any prospective contracts, job offers, or research assignments that Plaintiffs allegedly lost due to OpenAI’s purported interference, or the alleged monetary and reputational harm Plaintiffs experienced. (MTD at 18.)

No Wrongful Conduct. Plaintiffs have no response to their failure to plead “conduct that was wrongful by some legal measure other than the act of interference itself.” (MTD at 18.)

Plaintiffs refer to OpenAI’s alleged failure to attach licenses when emitting code (see Opp. at 20), but that conduct is not separate and distinct from the act of interference itself as alleged in the FAC.

(See FAC ¶ 262 (alleging that OpenAI’s operation of Codex and reproduction of code without correct licenses “depriv[ed] Plaintiffs of the economic benefits of open-source distribution”).) Plaintiffs’ argument fails on its face.

No Intentional Acts. Plaintiffs have failed to demonstrate that the FAC sufficiently pleads “acts on the part of the defendant designed to disrupt the relationship” to satisfy the intent element of an intentional interference claim. Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134, 1154 (2003).

Rather, Plaintiffs conclude that OpenAI had the requisite intent based on its alleged “failure to attach open-source licenses when emitting code.” (Opp. at 20.) Those allegations, however, are insufficient because they do not allege facts that show that OpenAI’s conduct was designed to disrupt Plaintiffs’ relationships with unknown third parties.

See name.space, Inc. v. Internet Corp. for Assigned Names & Numbers, No. CV 12-8676 PA (PLAx), 2013 WL 2151478, at *8 (C.D. Cal. Mar. 4, 2013) (dismissing claim where the complaint did not identify “any intentional actions undertaken by [defendant] designed to induce breach of Plaintiff’s contracts with its clients . . . . ” (cleaned up).

No Duty of Care. Plaintiffs have failed to mention, let alone identify, sufficient factual allegations demonstrating that OpenAI owed Plaintiffs a purported duty of care, which is fatal to Plaintiffs’ negligent interference claim.

See Stolz v. Wong Commc’ns Ltd. P’ship, 25 Cal. App. 4th 1811, 1825 (1994) (A negligent interference claim “arises only when the defendant owes the plaintiff a duty of care.”).

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