Comment by granzymes
6 hours ago
Because no one has commented yet on the legal significance:
Musk lost today because the jury found that he waited too long to bring his claims. The jury answers only yes/no questions, so we do not know their exact thoughts, but it is likely they determined that the 2019 and 2021 Microsoft deals were too similar to the 2023 Microsoft deal that was the centerpiece of Musk’s lawsuit. Musk could have brought the same lawsuit in 2019 or 2021, meaning his claims were untimely for the 3 year statute of limitations.
Because the statute of limitations is a precondition, the jury was not asked to find any other facts. They may tell the press what they thought on other issues, or they may not.
The judge was prepared to immediately accept the jury’s finding, and said she agreed that the jury’s decision was supported by the evidence.
It is possible for Musk to appeal, but success is vanishingly unlikely. Whether Musk’s claims are barred by the statute of limitations is a quintessential question of fact, and appellate courts are extraordinarily deferential to factual findings by juries so as a practical matter it’s almost impossible to appeal this verdict.
My own thoughts:
If I had been on the jury, I would have found against Musk on every point.
His lawyers created a “3 phases of doubt” to try and sidestep the statute of limitations, but it was clearly bogus and he was on notice of OpenAI creating a for-profit in 2019.
Musk was perfectly happy to have OpenAI be a for-profit, a non-profit with an attached for-profit (the current structure), or even just absorbed into Tesla. His complaints fell flat for me given the number of emails where he said that a non-profit was likely a mistake.
This is technical, but Musk clearly never created a charitable trust, which was a precondition for his claims. His funds were donated for general use by OpenAI, not for any specific use that would allow him to claim breach of charitable trust. Also, all of his funds were spent by no later than 2020 which is before his alleged breach in 2023.
Musk unreasonably delayed bringing this case until the success of ChatGPT and starting a competing AI company, and he had unclean hands because he attempted to sabotage OpenAI repeatedly by poaching its key staff while on the board.
Musk should have just made another company and then he’d have another 500 billion but he had that mistake and now it’s over. Then again we’ll see how well open ai does over the long term
Evidence at trial showed that Musk attempted to pursue AGI at Tesla starting in 2017 before he left the board of OpenAI. He was unsuccessful in that endeavor and later restarted his efforts in xAI after the success of ChatGPT.
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I sometimes wonder, what does one need a second 500 billion that the first 500 billion is not enough for?
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It’s quite an odd ruling given that OpenAI completed its for profit “conversion” last fall.
It seems the biggest value loss to the nonprofit was in this conversion, not in the initial for profit subsidiary creation giving investors capped profit shares.
But this "conversion" was apparently not the focus of the suit, according to OP. Perhaps it occurred after they initiated legal proceedings?
Correct, Musk based his claims on the 2023 Microsoft deal.
The 2025 recapitalization was discussed at trial, but it was ancillary since all that changed was the existing for-profit changed from a capped-profit with weird cash flow mechanics to a traditional public benefit corp with ordinary equity.
I'm unfamiliar with the US legal system but do they really need a jury and a trial to determine whether the claims are barred by the statute of limitations? Couldn't this be decided by a judge before trial?
Part of the Statute of Limitations isn't just on when he filed the claim, but when he found out or should have found out, by reasonable diligence that he had a claim at all.
So the question before the jury has a significant component of "Should he have found out by this time?" Which is a question of fact, and facts are typically decided by juries, in the US at least.
The two parties can agree together to let a judge decide facts like this, but generally, if one or the other party wants it to go to a jury, it does.
I'm guessing part of Musk's strategy was to have it go to the jury, which are often seen as easier to manipulate than judges, especially when a case is weak. Or perhaps his team already knew this particular judge would be inclined to rule against him, so did the next best thing.
Elon argued that even though the events in question took place sometime between 2017 and 2020 OpenAI intentionally hid the information from him until 2022-2023 which is why he wasn't able to file the lawsuit until 2024.
That's what the jury found against - they said he was reasonably informed enough to have brought the suit earlier and thus the 3 year clock should start ticking in 2020 not 2023.
In the US, judges make determinations of law, but juries (in a jury trial at least) must evaluate the evidence to make findings of fact. So the jury would need to make a finding as to when the statute of limitations started ticking based on the evidence, and the judge then makes the legal determination that the statutory period has lapsed.
In the US (I believe all common law systems), the jury is the trier of fact. If there is a genuine factual dispute between the two parties in a lawsuit, then that dispute is resolved by a jury (unless the parties opt-out).
Statutes of limitations are usually not tried by juries because the underlying facts that cause them to kick in are usually not in actual dispute. Instead a fight over statute of limitation is more likely to be over which statute applies or whether some other mitigating circumstance is kicking in, which are matters of law which do not go to a jury.
In the American system juries figure out questions of fact and judges figure out questions of law.
In this case I guess the question was 'when did the incident actually happen' with Elon arguing it was later then Altman.
If it’s a very clear fact yes a judge can make the call. In this case what Musk knew was part of that and a jury then had to make the call on what the fact was.
In this case the judge determined that it did require a trial and refused to dismiss based on statute of limitations.
That's like saying can't the Judge decide who the killer was when he literally saw the video of shooting.
Or like if a piece of evidence was obtained lawfully?
I can understand why people and me included might think they can decide this before trial.
> quintessential question of fact
It is always complicated - statue of limitations timers have many tolling conditions - to name of few: discovery of harm, not being in the legal jurisdiction, negotiating in good faith to resolve the dispute.
The law always has some room for interpretation, which is why lawyers, juries judges and appellate courts exist.
P.S. IANAL, and also don't know anything about this specific case, or its merits for appeal or lack thereof .
It is possible for Musk to appeal, but success is vanishingly unlikely.
He doesn't have to win to succeed.
The richest man on the planet can keep his enemies tied up in court needlessly until the day he dies.
For people unfamiliar, generally speaking in trial courts the jury is the finder of facts and the judge is the finder of law (yes, there are bench trials where the judge does both). As an aside, appeals courts deal in legal issues (ie statutory interpretations and constitutional issues).
So not being within the statute of limitations is typically a legal issue so what must've happened here is the jury would've been asked if the earlier OpenAI-MS deals were substantially similar to the latest deal. I can't find the verdict form or the jury instructions but I'll bet that was the key issue the jury decided.
That fact here was if Musk should have known about the potential breach of charitable trust before 2021 given it started in 2019, if not before, with Microsoft investment and he didn't sue until 2024. There is a 3 year statute of limitations.
There sure was a lot of days of testimony on Sam Altman lying, for this to come down to " statute of limitations".
Shouldn't the defense have raised the statute of limitations much earlier?
From other comments, it came down to when Musk could reasonably be judged as aware of the injury.
Agree. If this is a precondition, why force people to share their diaries and stuff? Is it all to claim they hid material things that would have led to an earlier filing?
>Musk could have brought the same lawsuit in 2019 or 2021, meaning his claims were untimely for the 3 year statute of limitations.
Why is a hypothetical ground for this decision? "You didn't complain immediately the first time you got robbed, therefore all the robbing since then is covered by a statute of limitation".
The statute of limitations exists to prevent unreasonable delay, to protect defendants from prejudice due to loss of evidence to the passage of time, and to recognize that people who are injured tend to complain immediately and not sit on their claims.
This case demonstrates why. Musk only complained after OpenAI was commercially successful with ChatGPT and after he started a competing effort. He repeatedly said “I do not know” and “I do not recall” on the stand, and argued that the passage of time made it hard for him to remember facts that would have been helpful for OpenAI.
I know why statutes of limitation exist. I was wondering why it applied here. Apparently it wasn't completely straightforward, as nine jurors were needed to reach a decision on that point, instead of a single judge or even clerk.
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Because there has to be some point. It's unjust to allow someone to sue 30 years later, as everyone would have a sword of Damocles hanging over their head waiting for the right moment to strike. And in general, if you didn't realize you were robbed for 3 years, perhaps it's the case that you weren't actually robbed.
So if I exchange your Rolex with a fake one and then you try to sell after 3 years and you notice it’s fake, it’s fine for you?
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https://localnewsmatters.org/2026/05/16/musk-v-altman-week-3... has a good explanation of the legalities:
"If the jury determines that at any time before those dates, Musk either knew — or had or should have known — that he had a claim that he could bring, then his suit was brought too late. The consequence of being too late is swift and absolute. If the lawsuit was filed late for a particular claim, that claim is out of the case; if it was too late for all of Musk’s claims, the lawsuit is over."
That's where the question of fact (i.e., the requirement for a jury decision) came in: "What was the statute of limitations?" is a question of law, but "When should Musk have known that OpenAI was moving too much toward for-profit?" is a question of fact (and, here, determines whether the statute of limitations applies).
There are multiple reasons why statutes of limitations exist, one of them being that the further away in time, the harder it is to prove evidence. Witnesses may have died, or their memory may be more faulty.
Also criminal liability is generally handled differently. Some jurisdictions have no limit, and where the limits exist for criminal liability, limitations on serious crimes can be much longer than the civil ones.
This is not a robbery, though. Not in the "break in and steal stuff from your house multiple times" situation. Legally, each of those are separate events, and one doesn't really affect the other unless it's all the same person, and the repetition is used to get a stronger case, etc.
There are several legal principles in play here. Note that these are civil trial issues and when you're talking about "robbing", you're likely talking about a criminal issue. These are:
1. Estoppel. If a party relies on your conduct then you can lose the right to sue over it;
2. Laches. This is a defense against prejudicial conduct, typically by waiting too long to take action;
3. Waiver. Your conduct can waive your right to sue. Imagine you live with someone and they don't pay half of the rent so you cover it. At some point your continued conduct means you lose the right to sue; and
4. The statute of limitations. Some claims simply have to be brought within a certain period. How this applies can be really complex. For example, we saw this in Trump's fraud convictions in New York. His time in office, away from the jurisdiction, essentially suspended the statute of limitations.
Some crimes like murder have no statute of limitations. Others have unreasonably short statutes of limitations. For example, probably nobody can be charged in relation to sex trafficking in the Epstein saga because the statute of limitations is often 5 years with such crimes. This is unreasonable (IMHO) because often the victims are children and unable to make a criminal complaint.
It's also worth adding that not all legal systems have such wide-ranging statutes of limitation as the US does. Founding principles of those other legal systems is that the government shouldn't be arbitrarily restricted for prosecuting criminal conduct. The US system ostensibly favors "timely" prosecution.
thanks for the snippet
If it's thrown out on a technicality then Musk got fleeced by his lawyers - good for them.