Comment by otterley
1 month ago
IAAL but this is not legal advice. Consult an attorney licensed in your jurisdiction for advice.
In general, agents "stand in the shoes" of the principal for all actions the principal delegated to them (i.e., "scope of agency"). So if Amy works for Global Corp and has the authority to sign legal documents on their behalf, the company is bound. Similarly, if I delegate power of attorney to someone to sign documents on my behalf, I'm bound to whatever those agreements are.
The law doesn't distinguish between mechanical and personal agents. If you give an agent the power to do something on your behalf, and it does something on your behalf under your guidance, you're on the hook for whatever it does under that power. It's as though you did it yourself.
Look, just because an LLM thing is named "agent" doesn't mean it is "legally an agent".
If I were an attorney in court, I would argue that a "mechanical or automatic agent" cannot truly be a personal agent unless it can be trusted to do things only in line with that person's wishes and consent.
If an LLM "agent" runs amok and does things without user consent and without reason or direction, how can the person be held responsible, except for saying that they never should've granted "agency" in the first place? Couldn't the LLM's corporate masters be held liable instead?
That's where "scope of agency" comes in. It's no different than if Amy, as in my example, ran amok and started signing agreements with the mob to bind Global Corp to a garbage pickup contract, when all she had was the authority to sign a contract for a software purchase.
So in a case like this, if your agent exceeded its authority, and you could prove it, you might not be bound.
Keep in mind that an LLM is not an agent. Agents use LLMs, but are not LLMs themselves. If you only want your agent to be capable of doing limited actions, program or configure it that way.
There is established jurisprudence that decisions from LLM based customer support chatbots are considered binding.
That's due to authorized humans at the company setting up the LLMs to publish statements which are materially relied upon. Not because company officers have delegated legal authority to the LLM process to be a legal agent that forms binding contracts.
It's basically the same with longstanding customer service "agents". They are authorized to do only what they are authorized to semantically express in the company's computer system. Even if you get one to verbally agree "We will do X for $Y', if they don't put that into their computer system it's not like you can take the company to court to enforce that.
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Indeed. See, e.g., https://www.bbc.com/travel/article/20240222-air-canada-chatb...
If I were an attorney in court, I would argue…
A guy who's not a lawyer arguing about lawyering with an actual lawyer. Typical tech bubble hubris.
What makes you think I'm not a lawyer? The point is that we're not in court, we're in a pseudonymous open forum on the Internet, where everyone has a stinky opinion, where actual attorneys are posting disclaimers that they are explicitly not giving legal advice.
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Script-kiddies aren’t liable anymore?
That’s a hot take indeed.
Correct, but the "if Amy works for Global Corp and has the authority to sign legal documents on their behalf" does a lot of work here.
At $WORK, a multi-billion company with tens of thousands of developers, we train people to never "click to accept", explaining it like "look, you wouldn't think of sitting down and signing a contract binding the whole MegaCorp; what make you think you can 'accept' something binding the company?"
I admit we're not always successful (people still rarely click), but at least we're trying.
> At $WORK, a multi-billion company with tens of thousands of developers, we train people to never "click to accept", explaining it like "look, you wouldn't think of sitting down and signing a contract binding the whole MegaCorp; what make you think you can 'accept' something binding the company?"
That sounds pretty heavy-handed to me. Their lawyers almost certainly advised the company to do that--and I might, too, if I worked for them. But whether it's actually necessary to keep the company out of trouble....well, I'm not so sure. For example, Bob the retail assistant at the local clothing store couldn't bind his employer to a new jeans supplier contract, even if he tried. This sounds like one of those things you keep in your back pocket and take it out as a defense if someone decides to litigate over it. "Look, Your Honor, we trained our employees not to do that!"
At least with a mechanical agent, you can program it not to be even capable of accepting agreements on the principal's behalf.