6 ms·

If Musk's tens of millions in donations were in reliance on the charter and on statements made by sama, Brockman, etc., there's probably a standing argument the

If Musk's tens of millions in donations were in reliance on the charter and on statements made by sama, Brockman, etc., there's probably a standing argument there. Musk is very different than you or I -- he's a co-founder of the company and was very involved in its early work. I wouldn't guess that standing would be the issue they'd have trouble with (though I haven't read the complaint).

Aloisius 3y ago
I don't see how being a former co-founder or a donor gives one standing for this. He has no ownership stake. He isn't a director or member of the organization. The thing he claims is a contract he's party to, isn't.
- Jensson 3y ago
  Who else should sue OpenAI?
  - astrange 3y ago
    No private party has governance over a nonprofit except the board members.
    - Jensson 3y ago
      But you can still sue them for not doing their legally required duty, the law is still above the board members. A non-profit that doesn't follow its charter can be sued for it.
      - astrange 3y ago
        You can, or the state government can?
      - threeseed 3y ago
        You would need to have standing to file that lawsuit.
- littlestymaar 3y ago
  Not familiar with the US legal system at all, but in my country (France) a contact doesn't need to be signed or even on paper to be a contract. Saying “in exchange for your donation I'll abid to the charter” in front of witness is a contract under certain circumstances, so maybe there's something like this involved.
- Matticus_Rex 3y ago
  If you make promises to someone in order to get them to give you money, depending on the circumstances, that can (but does not always) create a contractual relationship, even if the promises themselves or the document they're in don't normally constitute a contract in themselves. Proving the implied terms of the contract can be difficult, but as long as the court believes there may have been such a contract created, we've moved from a question of standing to questions of fact. I've skimmed the complaint now. There seems to be prima facie evidence of a contract there (though we'll see if the response suggests a lot of context was omitted). I find the Promissary Estoppel COA even more compelling, though. Breach of Fiduciary Duty seems like a stretch using "the public" as a beneficiary class. This isn't really my area, but I'll be mildly surprised if that one doesn't get tossed. Don't know enough about the Unfair Business Practices or CA Accounting requirements to have any opinion whatsoever on those. The Prayer for Relief is wild, but they often are.
- krick 3y ago
  I have no idea if he has any standing or not, but from your reasoning it doesn't follow that he doesn't. If I put a box with a sign on a street "Donate to such and such charity to save dolphins", and you give me money only to later find out that I have nothing to do with that charity and your money will be spent on my new car, I scammed you, plain and simple, and you can sue me. Was this sign a contract with you? No. Do I become a stakeholder when I donate my money to charity? Obviously not. But it's a scam nevertheless. In fact, you don't even have to be a victim start litigation, but you can claim compensation if you were. So, once again, I have absolutely zero idea if OpanAI can be held accountable for not following their charter or not, but if they do, anyone can raise a complaint, and since Musk did give them money to save dolphins or whatever, he may actually be considered the victim.
  - makeitdouble 3y ago
    Here it's probably closer to you hanging a "give me money to help me find ways to save the dolphins and I promise I'll write a report on it" sign, someone gives you 10k but they're back a month later to sue you because you're eating pizza with the money while watching Free Willy. There's a moral argument perhaps...but from a layman's perspective it's a really dumb case. Now, dumb cases sometimes win, so who knows.
- mr_toad 3y ago
  Donors absolutely have standing to sue if their donations are misused.
  - sanxiyn 3y ago
    No, donors have no standing. See https://www.thetaxadviser.com/issues/2021/sep/donor-no-standing-sue-donor-advised-fund.html https://www.thetaxadviser.com/issues/2021/sep/donor-no-stand....
    - littlestymaar 3y ago
      This is case is about suing a donor-advised funds though, so I'm not sure it's particularly relevant.
    - Matticus_Rex 3y ago
      This ruling is fairly specific to its facts, and is about a particular cause of action (financial mismanagement). While donors don't have standing for that cause of action by statute, it appears they do for breach of fiduciary duty: Cal. Bus. & Prof. Code § 17510.8. And that's the only CoA where they're relying on CA nonprofit law.
- CRConrad 3y ago
  > former co-founder I don't think there is such a thing. Once you co-found something, you are forever a co-founder of it. (Unless you have a time machine. Lacking such, nobody has ever un-founded anything, have they?)

Aloisius 3y ago

I don't see how being a former co-founder or a donor gives one standing for this. He has no ownership stake. He isn't a director or member of the organization. The thing he claims is a contract he's party to, isn't.

Jensson 3y ago
Who else should sue OpenAI?
- astrange 3y ago
  No private party has governance over a nonprofit except the board members.
  - Jensson 3y ago
    But you can still sue them for not doing their legally required duty, the law is still above the board members. A non-profit that doesn't follow its charter can be sued for it.
    - astrange 3y ago
      You can, or the state government can?
    - threeseed 3y ago
      You would need to have standing to file that lawsuit.
littlestymaar 3y ago
Not familiar with the US legal system at all, but in my country (France) a contact doesn't need to be signed or even on paper to be a contract. Saying “in exchange for your donation I'll abid to the charter” in front of witness is a contract under certain circumstances, so maybe there's something like this involved.
Matticus_Rex 3y ago
If you make promises to someone in order to get them to give you money, depending on the circumstances, that can (but does not always) create a contractual relationship, even if the promises themselves or the document they're in don't normally constitute a contract in themselves. Proving the implied terms of the contract can be difficult, but as long as the court believes there may have been such a contract created, we've moved from a question of standing to questions of fact. I've skimmed the complaint now. There seems to be prima facie evidence of a contract there (though we'll see if the response suggests a lot of context was omitted). I find the Promissary Estoppel COA even more compelling, though. Breach of Fiduciary Duty seems like a stretch using "the public" as a beneficiary class. This isn't really my area, but I'll be mildly surprised if that one doesn't get tossed. Don't know enough about the Unfair Business Practices or CA Accounting requirements to have any opinion whatsoever on those. The Prayer for Relief is wild, but they often are.
krick 3y ago
I have no idea if he has any standing or not, but from your reasoning it doesn't follow that he doesn't. If I put a box with a sign on a street "Donate to such and such charity to save dolphins", and you give me money only to later find out that I have nothing to do with that charity and your money will be spent on my new car, I scammed you, plain and simple, and you can sue me. Was this sign a contract with you? No. Do I become a stakeholder when I donate my money to charity? Obviously not. But it's a scam nevertheless. In fact, you don't even have to be a victim start litigation, but you can claim compensation if you were. So, once again, I have absolutely zero idea if OpanAI can be held accountable for not following their charter or not, but if they do, anyone can raise a complaint, and since Musk did give them money to save dolphins or whatever, he may actually be considered the victim.
- makeitdouble 3y ago
  Here it's probably closer to you hanging a "give me money to help me find ways to save the dolphins and I promise I'll write a report on it" sign, someone gives you 10k but they're back a month later to sue you because you're eating pizza with the money while watching Free Willy. There's a moral argument perhaps...but from a layman's perspective it's a really dumb case. Now, dumb cases sometimes win, so who knows.
mr_toad 3y ago
Donors absolutely have standing to sue if their donations are misused.
- sanxiyn 3y ago
  No, donors have no standing. See https://www.thetaxadviser.com/issues/2021/sep/donor-no-standing-sue-donor-advised-fund.html https://www.thetaxadviser.com/issues/2021/sep/donor-no-stand....
  - littlestymaar 3y ago
    This is case is about suing a donor-advised funds though, so I'm not sure it's particularly relevant.
  - Matticus_Rex 3y ago
    This ruling is fairly specific to its facts, and is about a particular cause of action (financial mismanagement). While donors don't have standing for that cause of action by statute, it appears they do for breach of fiduciary duty: Cal. Bus. & Prof. Code § 17510.8. And that's the only CoA where they're relying on CA nonprofit law.
CRConrad 3y ago
> former co-founder I don't think there is such a thing. Once you co-found something, you are forever a co-founder of it. (Unless you have a time machine. Lacking such, nobody has ever un-founded anything, have they?)