White Paper 02In planning · 2027
AI as Counterparty: Agency, Capacity, and Contract in Agentic Deployments
A contracting framework for agentic AI consistent with the Restatement (Third) of Agency, the UETA, and the emerging agent interoperability standards.
Abstract
Abstract
When an AI agent transacts on behalf of a deploying organization — purchases, communicates, modifies state, executes commitments — who is the principal, and what doctrine of agency applies? Paper 02 develops a contracting framework for agentic AI systems that is consistent with the doctrine of agency, the Restatement (Third) of Agency, the Uniform Electronic Transactions Act, and the emerging agent interoperability standards (notably MCP and the forthcoming CAISI Agent Interoperability Profile). It proposes contractual constructs for capacity, ratification, scope of authority, and the limits of an AI agent's binding power on its principal. The paper's core thesis is that existing agency doctrine is workable for the AI-agent context, but it requires a new layer of practitioner-readable contract language to operationalize. The classical doctrines — actual authority, apparent authority, ratification, and the restrictions on agents who exceed their scope — translate to AI deployments in non-obvious ways. The paper makes those translations explicit, anchored in the Restatement and in the specific commercial contexts where agentic AI is now being deployed: procurement, customer service, software-development workflows, knowledge-worker tooling, and intermediated transactions. The paper sets the foundation for Paper 03 (Deployment Conformance), which depends on a settled understanding of what an AI agent is permitted to do, on whose behalf, and within what limits.
Outline
Outline
- Outline forthcoming as the founding cohort convenes.
Status
Status
Why now
CAISI’s Agent Standards Initiative was announced in February 2026. The Model Context Protocol has gone from emerging to mainstream within twelve months. Agentic deployments are now the central commercial-AI question of 2026–2027. A paper from a credible institute on the agency-and-contract layer is genuinely under-theorized — and is the natural sequel to Paper 01’s clause library.
Status
Paper 02 is in planning. Sequencing and a final outline will be set by the founding cohort. A draft outline and a public-comment timeline will be published once the cohort convenes.
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Suggested citation
Marc Hoag, AI as Counterparty: Agency, Capacity, and Contract in Agentic Deployments, AI SIGMA (in planning, target 2027), https://aisigma.org/research/agency-and-contract.Hoag, M. (in planning, 2027). AI as counterparty: Agency, capacity, and contract in agentic deployments. AI SIGMA. https://aisigma.org/research/agency-and-contract