Musk Claims OpenAI Acted in Bad Faith, Breaching Trust

COUNT VIII: BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING (Against Altman and OpenAI, Inc.)

265. Plaintiff re-alleges and incorporates by reference paragraphs 1 through 264 inclusive, as though fully set forth herein.

266. Implied in every agreement is a covenant of good faith and fair dealing that each party will not do anything to unfairly interfere with the right of any other party to receive the benefits of the agreement.

267. Musk entered into a valid, binding, and enforceable agreement with Altman and OpenAI, Inc. with the purpose of developing AI/AGI technology to be openly shared with the public for the benefit of all, and not for private profiteering.

268. Musk fulfilled any and all obligations and has performed and/or complied with any and all terms and conditions of the agreement with Altman and OpenAI, Inc. that he was required to perform and/or comply with, except those which were waived and/or excused, or the non-performance of which was justified, and is in no matter or respect in breach of said agreement. Musk paid over $44 million to OpenAI, Inc. and invested substantial time and resources, including using his valuable track record and notoriety to recruit leading scientific talent and attract further financial contributions to the non-profit.

269. Altman and OpenAI, Inc. did not act fairly and in good faith by fraudulently inducing Musk to make significant contributions, failing to disclose material information to him, closing off the non-profit’s technology for personal monetary gain, and engaging in brazen self-dealing and other profiteering as alleged hereinabove. Defendants thereby breached the implied covenant of good faith and fair dealing and consciously and deliberately frustrated the agreed-upon purpose and mission of the non-profit, wrongfully depriving Musk of the benefits of the parties’ agreement.

270. Defendants’ obligations to perform were not waived nor were their breaches and/or failures to perform justified and/or excused.

271. As a direct and proximate result of Altman and OpenAI, Inc.’s conduct, acts, and omissions alleged hereinabove, Defendants have deprived Musk of the benefit of the parties’ agreement and have caused Musk to suffer damages, including but not limited to the financial contributions he made to OpenAI, Inc., the loss of the time and resources he expended to direct research and recruit talent, and damage to his reputation, in an amount to be adjudicated and determined at trial, but which vastly exceeds $75,000, plus prejudgment interest.

272. Musk has no adequate remedy at law for many of the injuries he suffered as a result of Defendants’ breaches and failures, and such injuries cannot reasonably, adequately, or precisely be measured or compensated in damages. Musk therefore also seeks and is entitled to specific performance of Defendants’ contractual obligations.