Contracting through AI Agents: Determining Legal Personhood, Consent, and Contractual Liability under Classical Contract Doctrines

Abstract

The AI agents are actively carrying out business transactions and negotiating terms of contracts, which casts serious doctrinal challenges to the classical contract law. The conventional legal concepts based on human or juristic personhood, free consent, and consensus ad idem are under stress when the contracting is done independently by use of algorithms. This paper will explore the legal personhood of AI agents, the legitimacy of the consent mediated by machines and assigning contractual responsibility under the existing principles of agency law and doctrine. Making conceptual comparisons to systems discussed in the United Nations Commission on International Trade Law and judicial justifications on digital authenticity in line with the Electronic Evidence, the paper will contend that AI is not a person with independent legal standing and purpose. As a result, enforceability and liability should be attached to the human or corporate principal implementing the AI system, which should maintain the coherence of the doctrines while highlighting new interpretive issues courts may face.