The Allegations Against OpenAI Are Too Vague to Hold Water: OpenAI Lawsuit Details

MEMORANDUM OF POINTS AND AUTHORITIES

IV. ARGUMENT

C. Plaintiffs’ Claims Fail for Reasons Specific to Each Claim.

3. The Claim for Tortious Interference in Contractual Relationship Fails.

Plaintiffs have not alleged facts supporting the existence of a contract between Plaintiffs and a third party or the requisite intent to disrupt it. A tortious interference with contract claim requires: “(1) a valid contract between plaintiff and a third party; (2) defendant’s knowledge of this contract; (3) defendant’s intentional acts designed to induce a breach or disruption of the contractual relationship; (4) actual breach or disruption of the contractual relationship; and (5) resulting damage.”

Piping Rock Partners, Inc. v. David Lerner Assocs., Inc., 946 F. Supp. 2d 957, 979 (N.D. Cal. 2013) (cleaned up). “The mere allegation that [defendant] ‘purposefully and intentionally interfered’ with a contract, without any factual support … does not satisfy the requirements for stating a claim for tortious interference with contractual relations.” Wynn v. NBC, 234 F. Supp. 2d 1067, 1122 (C.D. Cal. 2002).

The complaint alleges that “Defendants have wrongfully interfered with the business interests and expectations of Plaintiffs . . . by improperly using Copilot to create Derivative Works that compete against OSC.” (Compl. ¶ 189.)

But the complaint does not specify the “business interest and expectations” with which the OpenAI Entities allegedly interfered. At most, the complaint alleges, albeit in connection with other causes of action, that the OpenAI Entities have interfered with Plaintiffs’ “contractual relationship with users of their code.” (Id. ¶¶ 212(b), 244(b).)

However, these vague allegations do not identify a specific contract or contractual provision between Plaintiffs and the unidentified users. Absent a valid contract and contractual provisions that the OpenAI Entities caused others to breach, Plaintiffs’ tortious interference claim fails.

See Image Online Design, Inc. v. Internet Corp. for Assigned Names & Numbers, No. CV 12-08968 DDP (JCx), 2013 WL 489899, at *9 (C.D. Cal. Feb. 7, 2013) (dismissing interference claim where plaintiff “has not alleged any facts identifying the particular contracts, the actual disruption of these contracts, or any actual damage to [plaintiff],” and it “cannot simply allege that [defendant] has interfered with its business model”).

Plaintiffs also do not allege any intentional actions undertaken by the OpenAI Entities that were intended to induce the purported users of Plaintiffs’ code to breach their agreement with Plaintiffs.

To satisfy the intent element, a plaintiff must allege: (1) that defendant specifically intended to disrupt the relationship, or (2) that the defendant knew that the interference was certain or substantially certain to occur as a result of its action. Korea Supply Co. v. Lockheed Martin Corp., 29 Cal. 4th 1134, 1154 (2003). Here, Plaintiffs’ allegations fall short of making the necessary showing of intent for two reasons.

First, Plaintiffs do not allege any particular act by the OpenAI Entities designed to disrupt Plaintiffs’ alleged relationship with users of their code. For example, there is no allegation that the OpenAI Entities contacted the users or otherwise tried to induce them to breach their purported contract with Plaintiffs. Plaintiffs’ failure to allege specific intent requires dismissal.

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 tortious interference claim because “the Complaint does not allege any intentional actions undertaken by [defendant] designed to induce breach of Plaintiff’s contracts with its clients or any evidentiary facts, as opposed to conclusory allegations, of actual breach or disruption and resulting damage”).

Second, Plaintiffs do not allege that the OpenAI Entities were substantially certain that their actions would disrupt Plaintiffs’ alleged relationship with users of their code. A plaintiff must show “an interference that is incidental to the actor’s independent purpose and desire but known to him to be a necessary consequence of his action.” Korea Supply, 29 Cal. 4th at 1155-56 (cleaned up).

Nowhere do Plaintiffs allege that the OpenAI Entities knew the “interference” was certain or substantially certain to occur because of their actions.