A few months before Elon Musk left OpenAI’s board of directors in February 2018, he tried to recruit Sam Altman to join a “world-class AI lab” within Tesla. Musk went as far as offering the OpenAI CEO a Tesla board seat, according to emails and testimony presented in federal court on Wednesday during the Musk v. Altman trial. The emails were shown to a jury during the cross examination of Shivon Zilis, a former OpenAI adviser and board member who is also the mother of four of Musk’s children.

Musk’s core claim in this lawsuit is that Altman and OpenAI president Greg Brockman effectively stole a nonprofit, using the $38 million Musk invested to create a private company worth more than $800 billion today. On Wednesday, lawyers for Musk showed video depositions of former OpenAI CTO Mira Murati and former OpenAI board member Helen Toner, to raise concerns over Altman’s alleged history of deceit.

OpenAI’s legal team has responded to Musk’s claims by questioning his true motives, arguing that the Tesla CEO has had “sour grapes” ever since he failed to assume control of OpenAI in 2017. He has since started a rival, for-profit AI lab. OpenAI’s lawyers used Zilis’ cross-examination on Wednesday to bring up evidence about Musk’s alleged plans to subvert OpenAI, and tried to suggest Zilis was privy to those plans. As it pertains to this case, one of Zilis’ most important roles at OpenAI was acting as a conduit between Musk and Altman.

In a text from February 2018 presented as evidence, Zilis—then an OpenAI adviser, as well as a Neuralink and Tesla executive—asked Altman, “Did you think through a B Corp subsidiary of Tesla?”

“There was documentary evidence that, at several points, Mr. Musk had contemplated seeking to join Sam Altman to the board and offered that option,” said OpenAI lawyer William Savitt outside the courthouse on Wednesday. “It was part of Mr. Musk’s effort to corrupt OpenAI and absorb it into Tesla … he was trying to get Altman to abandon the mission and be part of Tesla.”

In an email to Tesla’s VP of communications, Sarah O'Brien, from November 2017, Zilis shared a draft of an FAQ page about an event Tesla was planning to hold at the NeurIPS AI conference. “The purpose of this event is to share that Tesla is building a world leading AI lab(?) which will rival the likes of Google / DeepMind and Facebook AI Research,” the drafted FAQ read. The document continues, “One major issue for Tesla is when people think of Elon and AI, they think of OpenAI.”

Another part of the FAQ labeled “Who?” lists several Tesla executives who were planned to lead the unit, including Musk and Andrej Karpathy, a former OpenAI researcher. Altman’s name is listed next to Musk’s with two question marks beside it.

The FAQ is marked up with notes including that Altman could be a moderator for the NeurIPS event, which "could be a forcing function for Sam to commit to TeslaAI.” Another note reads that Tesla AI's "strategy had yet to be defined and some of it may be deeply proprietary.”

Zilis testified on Wednesday that Altman never ended up joining Tesla, and the AI lab and the NeurIPS launch event never came to fruition. She also testified that Musk reached out to Karpathy about recruiting him to Tesla. Savitt told reporters that Zilis’ testimony on Karpathy is “directly contrary to what Mr. Musk told the jury just a few days ago.” Earlier in this trial, Musk testified that Karpathy left OpenAI of his own volition.

In text messages from June 2017, Zilis responded “Fuck yeahhhhhhh” when told by Tesla colleagues that Karpathy had signed an official offer. Another employee asked if OpenAI would be mad about Karpathy’s hire, followed by a smiley face emoticon. Zilis said it was a good question, but said she had “talked to Greg [Brockman] today and he clearly had no idea …”

It was already known that Musk wanted OpenAI to merge with Tesla, but evidence presented on Wednesday revealed new details about the plans. In an email to another Tesla employee from October 2017, Zilis said that OpenAI’s cofounders had not “internalized the advantages of burying this in Tesla for stealth advantage.” When OpenAI’s lawyers asked Zilis whether “burying” meant Tesla was planning to close-source its AI, she said no. “It’s just a small fish in a big pond,” said Zilis.

In another email from Zilis to Musk in February 2018, the same month Musk stepped down from OpenAI’s board, Zilis shared several scenarios about how to create an effective counterbalance to Google DeepMind, which Musk viewed as a major threat. One of the scenarios was having Altman run a Tesla AI lab. Another scenario read, “Find a way to get Demis. Seriously,” referring to the leader of Google DeepMind, Demis Hassabis. “Maybe he comes to Tesla somehow or DeepMind is spun out,” Zilis wrote.

Almost two years later, in January 2020, Zilis was appointed to OpenAI’s board of directors. During her time as a board member, Zilis testified that she became pregnant with Musk’s children through IVF, but did not disclose this to the other board members due to a confidentiality agreement she had signed with Musk. When Business Insider reached out to her in 2022, informing Zilis it planned to break a story on the children later that day, Zilis said she called her father, and then Altman.

But Zilis continued to serve as an OpenAI board member until February 2023, months before Musk announced the launch of his competing AI lab, xAI. Zilis testified that she resigned after learning about Musk’s effort, allegedly, via a call from Altman. However, texts revealed in the case suggest Zilis already knew about xAI before the call.

“Have to resign [from the] openai board btw. [Musk’s] effort has become well known,” Zilis told a friend the day of Altman’s call. “When the father of your babies starts a competitive effort and will recruit out of openai there is nothing to be done.”

On Thursday, lawyers for Musk are expected to call Rosie Campbell—a former OpenAI employee and managing director at the AI consciousness nonprofit Eleos AI—as a witness. They’re also expected to call David Schizer, a former dean of Columbia Law School who specializes in nonprofit law.

This is an edition of Maxwell Zeff’s Model Behavior newsletter. Read previous newsletters here.