4 ms·

As a lawyer (but not your lawyer, this isn't legal advice), the actual questions themselves all seem pretty obvious under current contract law: * You can't act

As a lawyer (but not your lawyer, this isn't legal advice), the actual questions themselves all seem pretty obvious under current contract law: * You can't actually delegate agency to a computer. The Restatement of the Law of Agency says an agent must be a person. * No, an LLM is not a human, so it can't make contracts in any respect. * If you agree in an actual contract to be bound by the black box of the LLM, then the LLM will govern the terms thereof. You could theoretically make an unconditional offer to agree to such a contract if you really wanted to. * Any electronic record is a writing for the statute of frauds, so unless you're piping your LLM to TTS to their speakers without any record, it should satisfied as a written memo in the above case when you really want to have ChatGPT sell your house. * Again, LLMs can't form contracts. If the company actually accepted a customer's offer, they'd look at the intents of each actual party and parol evidence. What the LLM "knows" is irrelevant. * It's hard to imagine a scenario where an LLM is involved in an integrated contract. It is rather interesting to imagine how a court would handle a scenario where a customer actually thinks they are making a contract with a company through a chatbot though. Generally anything a computer does is just going to be seen as preliminary negotiations. When the customer "agrees" with the computer, it's legally the customer making an offer to the company, which then accepts the contract when they actually perform the contract/ship the order. I could see in some cases how companies could be bound by some form of reliance or quantum meruit or dinged for false advertising.

jordanpg 3y ago
This is interesting. I'm a patent lawyer, so all of my contract law knowledge comes from a standard casebook, but I can can tell you that the analogous questions in my field are anything but settled. > an LLM is not a human, so it can't make contracts in any respect Probably the most contentious question relates to AI inventorship, which is disallowed under Thaler v. Vidal (Fed. Cir. 2022), but is already laughably out of date with respect to the technology. The decision draws a similarly hard line regarding whether an inventor must be a human or not based on statutory interpretation. But the patent office will soon be inundated with AI-authored or AI-assisted inventions, if they aren't already. Applicants will simply just not admit it or possibly opt for trade secret protection instead. Meanwhile, other countries may not take such a hard line, and that IP will make its way to China or the EU or wherever. Of course this is all science fiction right now, since it's an open question as to whether an LLM will invent anything useful, but it's not implausible. My point is that I believe the question will be revisited very soon.
dragonwriter 3y ago
> You can't actually delegate agency to a computer. But... > you agree in an actual contract to be bound by the black box of the LLM, then the LLM will govern the terms thereof. This implies you can have a standing offer of a contract on the terms articylated5 by the LLM, with some specified method of acceptance, which suggests a different outcome than the “preliminary negotiations” you suggest for a contract where the LLM system is the frontend of the cobtract5 negotiation, provided that the reason that the outside party thought they were negotiating a cobtract with the company via thr LLM is that offer by the company.
BeefWellington 3y ago
> * You can't actually delegate agency to a computer. The Restatement of the Law of Agency says an agent must be a person. Does Amazon manually review every purchase made on their site? This seems not to be true at least for some contracts. The rest seem to fall along a similar vein. If you believe software cannot act as an agent for a corporation in creating sales contracts, then similarly it should follow that what you're suggesting is true -- LLMs cannot act as an agent. But we know that is not the case in some circumstances.
- mminer237 3y ago
  Amazon accepts your offer of a purchase when it ships your order. It's not a contract when you click the purchase button—hence why Amazon can cancel your order when there's a pricing mistake or the item is out-of-stock.
  - BeefWellington 3y ago
    And you believe that process has human review as a step?

jordanpg 3y ago

This is interesting. I'm a patent lawyer, so all of my contract law knowledge comes from a standard casebook, but I can can tell you that the analogous questions in my field are anything but settled. > an LLM is not a human, so it can't make contracts in any respect Probably the most contentious question relates to AI inventorship, which is disallowed under Thaler v. Vidal (Fed. Cir. 2022), but is already laughably out of date with respect to the technology. The decision draws a similarly hard line regarding whether an inventor must be a human or not based on statutory interpretation. But the patent office will soon be inundated with AI-authored or AI-assisted inventions, if they aren't already. Applicants will simply just not admit it or possibly opt for trade secret protection instead. Meanwhile, other countries may not take such a hard line, and that IP will make its way to China or the EU or wherever. Of course this is all science fiction right now, since it's an open question as to whether an LLM will invent anything useful, but it's not implausible. My point is that I believe the question will be revisited very soon.

dragonwriter 3y ago

> You can't actually delegate agency to a computer. But... > you agree in an actual contract to be bound by the black box of the LLM, then the LLM will govern the terms thereof. This implies you can have a standing offer of a contract on the terms articylated5 by the LLM, with some specified method of acceptance, which suggests a different outcome than the “preliminary negotiations” you suggest for a contract where the LLM system is the frontend of the cobtract5 negotiation, provided that the reason that the outside party thought they were negotiating a cobtract with the company via thr LLM is that offer by the company.

BeefWellington 3y ago

> * You can't actually delegate agency to a computer. The Restatement of the Law of Agency says an agent must be a person. Does Amazon manually review every purchase made on their site? This seems not to be true at least for some contracts. The rest seem to fall along a similar vein. If you believe software cannot act as an agent for a corporation in creating sales contracts, then similarly it should follow that what you're suggesting is true -- LLMs cannot act as an agent. But we know that is not the case in some circumstances.

mminer237 3y ago
Amazon accepts your offer of a purchase when it ships your order. It's not a contract when you click the purchase button—hence why Amazon can cancel your order when there's a pricing mistake or the item is out-of-stock.
- BeefWellington 3y ago
  And you believe that process has human review as a step?