Your next customer interaction might not be with a person, your next vendor account might not be opened by an employee and your next contract term might not be accepted by someone on your team…It might be an AI agent acting on your behalf.
AI agents are quickly moving from theory to everyday business use. They can book travel, wire funds, review loan terms, access platforms, register accounts, and click “I Agree” on behalf of a person or company. That creates obvious efficiency, but it also creates a question most businesses have not fully answered yet: who is responsible when the AI takes action?
Y Combinator, the accelerator behind Airbnb, Stripe, and DoorDash, recently made this shift explicit by calling for startups to build “B2A” products, meaning Business to Agent products. The idea is that the future of the internet will not only be built for human users, but also for AI agents acting on behalf of humans and businesses.
This is not a distant issue. Agentic AI tools are already acting for businesses and consumers, while the law is still catching up. The legal frameworks we have were built for human actors. When the actor is an algorithm, questions around authority, consent, liability, and disclosure become much harder to answer.
What Is an AI Agent?
An AI agent is software that can act on behalf of a person or business. Unlike a tool that only gives information, an AI agent may complete tasks, interact with websites, register for services, access APIs, review terms, move money, or make decisions based on instructions it was given.
For businesses, the legal issue is not only what the AI agent can do. It is what the business may become responsible for once the AI agent does it.
Why Agency Law Seems Like the Right Starting Point
Agency law is one of the oldest areas of American law. It governs when one party, called the agent, can legally act on behalf of another party, called the principal. In a traditional business setting, agency law helps answer questions like whether someone had authority to bind a company to a contract or whether a third party could reasonably rely on that person’s authority.
At first glance, an AI agent looks similar. You authorize it to act, it acts, and your business may be bound by the result. But that comparison only goes so far, because agency law assumes things that AI makes more complicated.
Traditional agency law usually assumes that the agent understands the scope of its authority, that there is a clear principal controlling the agent, that the agent can be held accountable for misconduct, and that a third party has reasonable grounds to rely on the agent’s authority. AI agents challenge each of those assumptions. They may operate under broad instructions, make real-time decisions no human specifically approved, or interact with third parties who do not know they are dealing with software instead of a person.
The “I Agree” Problem
Say your company deploys an AI agent to manage vendor relationships. The agent visits a supplier’s website, registers for an account, and clicks through a standard terms of service agreement that includes a binding arbitration clause and a limitation of liability provision. Was a contract formed? Who agreed to the terms? Are those terms enforceable against your company?
Contract law requires mutual assent, often described as a meeting of the minds. Courts have generally enforced clickwrap agreements when a human user affirmatively clicks to accept. But, when no human reads the terms and no human clicks the button, the analysis becomes more complicated. Consent may be implied through the company’s deployment of the AI agent, but that theory has not been tested extensively in the context of autonomous AI systems.
For any business using AI agents, this matters. Every website an agent visits, every platform it registers on, and every API it accesses may come with terms your company is arguably bound by, even if no one in your organization reviewed them.
The Autonomy Problem
Agency law also assumes that a human principal is supervising the agent, or at least capable of supervising the agent’s actions. Liability usually flows from that control relationship. AI agents complicate that because they may operate with significant autonomy.
If an AI agent deviates from instructions, makes a financial commitment the human operator did not anticipate, or sends loan documents to a lender based on a misinterpretation, the legal answer is not always clear. The key questions become whether the human principal is liable for actions outside the intended scope, whether liability could shift to the AI developer or platform if the issue came from a model error, and how liability is allocated if multiple people or entities share control of the same agent.
There are no clean statutory answers yet. The Uniform Commercial Code, the Restatement (Third) of Agency, and most state contract statutes were not written with AI actors in mind.
Why Courts May Shape AI Agent Law Before Legislatures Do
Statutory law will likely lag behind commercial reality. Legislatures move slowly, and AI is moving fast. By the time Congress or state legislatures pass comprehensive AI agency laws, many disputes may already have been litigated.
This pattern is not new. The law of electronic contracts, now codified in ESIGN and UETA, developed largely through court decisions before statutes caught up. The same pattern is beginning with AI, as courts are asked to decide case by case how existing legal frameworks apply to new facts. For businesses, that creates real exposure in the meantime. The rules are not settled, and early cases may shape the law for years.
What Businesses Should Do Before Deploying AI Agents
The answer is not to avoid AI agents. The competitive advantages are too significant to ignore. The better approach is to use them with legal structure around authority, contracts, disclosure, and liability.
Audit the AI Agent’s Authority
Start by defining what your AI agents can do on their own and what requires human approval. Can they register for accounts, accept terms, spend money, send documents, access third-party platforms, or make decisions without review? Documenting the scope of authority matters because it may become important in a dispute.
Review Vendor and Platform Agreements
If your AI agents are accessing third-party platforms on your behalf, your company may already be bound by terms your legal team has not reviewed. This can include websites, software platforms, APIs, vendor portals, and any other system the agent uses to complete a task.
Consider Disclosure Obligations
Some businesses may already have obligations to disclose when AI is acting on someone’s behalf. This can matter in areas like financial services, healthcare, and consumer transactions. Businesses should evaluate those obligations before deploying AI agents into customer-facing or regulated workflows.
Assess Indemnification Exposure
If an AI agent causes financial or other harm to a third party, your contract with the AI vendor matters. Businesses should understand what the agreement says about liability, whether the vendor provides indemnification, and whether the company is protected if the issue comes from a model error.
Update Your Own Terms of Service
If your business operates a website or platform, you should also think about AI agents from the other side. Your existing terms and conditions may not address automated agents accessing your services. You may want to decide whether to allow that access, restrict it, or set conditions around it.
The Bottom Line
AI agents are not a future legal issue, they are already acting on behalf of businesses, and the law has not fully settled who is responsible when something goes wrong. Companies that think through authority, consent, liability, disclosure, vendor contracts, and platform terms before deployment will be in a stronger position than those that wait for a court to sort it out later. The law will catch up, but the cases decided in the meantime may define the rules everyone else has to live by.
FAQ
What is an AI agent?
An AI agent is software that can act on behalf of a person or business. It may book travel, wire funds, review loan terms, register for accounts, access platforms, or accept terms based on the authority it has been given.
How do AI agents work in business?
AI agents work by carrying out tasks on behalf of a business or user. They can interact with websites, platforms, APIs, vendors, and documents in ways that go beyond simply generating information.
Why do AI agents create legal risk?
AI agents create legal risk because existing laws were built around human actors. When software acts for a business, questions arise around authority, consent, contract formation, liability, disclosure, and who is responsible if the agent acts outside its intended scope.
Can an AI agent bind a company to a contract?
That is one of the major open questions. If a business deploys an AI agent and the agent clicks “I Agree,” the company may be arguably bound by terms that no human reviewed, but this theory has not been extensively tested in the context of autonomous AI systems.
Who is responsible if an AI agent makes a mistake?
There are no clean statutory answers yet…Responsibility may depend on the scope of the agent’s authority, the business’s control over the agent, the AI vendor’s role, and any contracts that allocate liability or indemnification.
What should businesses do before deploying AI agents?
Businesses should audit the agent’s authority, review vendor and platform agreements, consider disclosure obligations, assess indemnification exposure, and update their own terms of service if automated agents may access their platform.
Talk to LumaLex Law About AI Agents and Business Risk
LumaLex Law advises businesses on emerging technology risk, contract strategy, and AI governance. If your organization is deploying AI agents, or building products for a world where AI agents act on behalf of users, contact us to discuss what these legal questions mean for your business.
Contact LumaLex Law today for a consultation.
Disclaimer: This article is provided for general informational purposes only and does not constitute legal advice or create an attorney-client relationship. Telehealth and healthcare rules vary by state and change frequently. Consult qualified counsel about your specific facts.
