It seems like Elon could win a suit to the extent that he could get all of his donations back based on the emails soliciting donation for a purpose that was then changed.
But Elon's goal in this suit is clearly to bring back the "Open" in "OpenAI"- share more information about GPT4 and newer models and eliminate the Microsoft exclusive licensing. Whether this would happen based on a suit like this seems like it would come down to an interpretation of the Articles of Incorporation.
The Articles of Incorporation are going to be the key legal document. Still, the Founding Agreement is important to demonstrate the original intentions and motivations of the parties. That builds the foundation for the case that something definitively caused Altman to steer the company in a different direction. I don't believe it's unfair to say Altman is steering; it seems like the Altman firing was a strategy to draw out the anti-Microsoft board members, who, once identified, were easily removed once Altman was reinstated. If Altman wasn't steering, then there's no reason he would have been rehired after he was fired.
Subject to limits on specific kinds of contracts that must be reduced to writing, all US jurisdictions (not just some states) recognize oral contracts provided that the basic requirements of a contract (offer, acceptance, consideration, etc.) are present.
Almost. Musk uses an ellipsis in his copy in the text that elides some text that is rather detrimental to his claims:
> In furtherance of its purposes, the corporation shall engage in any lawful act of activity for which nonprofit corporations may be organized under the General Corporation Law of Delaware.
Yes, except for the narrow situations where writing is legally required for a contract, the point of a written contract document is not that it is necessary to create a contract but that it is valuable in the event of a dispute as evidence of what the parties actually agreed to.
Determining that an oral agreement existed and what the terms were is an evidence problem.
> The certificate of incorporation shall set forth [..] the nature of the business or purposes to be conducted or promoted. It shall be sufficient to state [..] that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware [..].
And if the argument is "its just boilerplate, the court shouldn't take it seriously", that's an argument I can get behind for something like a EULA - but not for an article incorporating a non-profit whose signatories include incredibly rich and high-profile individuals, who either had their lawyers comb over this contract, or should've done so. "I didn't realize what I was signing" is not a particularly valid excuse coming from Elon Musk.