10

If a language model like the GPT-4 model writes a contract, it would be valid?

5
  • 29
    Lots of contracts are just boilerplate language with details filled in (e.g. the names of the parties). Why would a contract written by a LLM be any different?
    – Barmar
    Dec 11, 2023 at 16:10
  • 5
    @Barmar : this means it's not even a new thing. Computer-generated contracts could have easily been (and probably were) written 20 or 30 years ago, or even earlier, with much simpler programming: just have some presets, and the computer picks the one for the specific task and fills in the blanks. No fancy language model required.
    – vsz
    Dec 11, 2023 at 19:48
  • @vsz Exactly. Although LLMs do open up the possibility of automating creation of less routine contracts. But there's no reason for the level of automation to affect the validity. When you sign a contract, you don't know or care where it came from.
    – Barmar
    Dec 11, 2023 at 20:30
  • 2
    @vsz especially for standard affairs I WANT my contract to be 99% boilerplate with filled in blanks. Because that boilerplate is more thuroughly checked than I could ever afford to
    – Hobbamok
    Dec 12, 2023 at 10:27
  • 2
    Note that an LLM isn't an LL.M.
    – phoog
    Dec 13, 2023 at 10:43

3 Answers 3

48

The authorship of the words evidencing a contract has near no bearing on the validity of the contract. Sometimes, it can matter who was responsible for producing the contract in that it may reveal a power imbalance, or, in the case of an ambiguity, might suggest that the ambiguity should be resolved against the drafting party.

But, if the requirements of contract formation are present, including:

  • offer
  • acceptance
  • consideration
  • intention to create a legal relationship
  • certainty of terms
  • capacity of parties
  • absence of duress, undue influence, unconscionability, or public policy reasons for voiding the contract

then the fact that the contract terms were authored by a language model is not relevant.

10
  • 27
    As I understand it, even for your "Sometimes" cases, it's less about who physically wrote the contract and more about which party brought the contract to the table. You are technically the party who proposed those terms, so it mostly doesn't matter if you specifically drafted them yourself, or it was your lawyer, or your cousin's husband's friend's sister, or even an AI model.
    – R.M.
    Dec 11, 2023 at 16:24
  • 7
    While the authorship of a contract shouldn't directly affect its enforceability, I certainly wouldn't trust an LLM to do the job of a lawyer. An LLM will be substantially more likely to write a faulty contract and can't be held responsible for any damages if it does.
    – A. R.
    Dec 11, 2023 at 19:17
  • 8
    @A.R. To be 100% clear, I'm sure you're talking about LLM as in "Language Learning Model" and not as in "Master of Law," a student with a post-JD degree who absolutely would be qualified to write a contract. Confusing acronym here.
    – Michael W.
    Dec 12, 2023 at 0:01
  • 4
    @A.R. see also acc.com/resource-library/…, where a lawyer used ChatGPT and it produced fake case law which no one bothered to double-check until it got to the judge.
    – stanri
    Dec 12, 2023 at 6:05
  • 2
    @MichaelW.: LLM in the ChatGPT sense actually stands for "Large Language Model" Dec 12, 2023 at 13:01
2

As per other answers, it generally doesn't matter if an AI writes a contract, provided the three criteria for a contract are met (consideration, intention, agreement). It's worth adding that you need to be careful that the AI doesn't overstep its role into the agreement aspect.

For example, if you use an AI to generate a contract which you then send to the other party for signature, there should be no problem. It's clear that you've reached an agreement because your sending of the contract constitutes an offer, and the other party's signed response constitutes acceptance.

But if you give the AI an active role in the negotiating process, you might run into problems. E.g. you have a website which asks the user a series of questions and the AI uses the responses to automatically generate a contract and then presents it to the user with an "I agree" button. In that scenario, can the website operator really be said to have agreed to anything given that they do not know the contents of the contract (which could contain any arbitrary terms at this point)? Is there really a meeting of the minds?

It is perfectly valid to use an agent (a third party to the contract) to act on behalf of a party to negotiate and agree terms and an agent can lawfully bind the party that they represent. I'm not sure if the courts have had to consider a scenario in which the purported agent was an AI.

0

TL;Dr: It doesn’t matter how the terms of a contract are determined, it matters that all parties agree and committed to fulfilling those terms.

Contracts are basically irrelevant 99.9999% of the time, and that is probably an understatement depending on what you consider a contract, certainly given what the law considers a contract.

Contracts only matter when there is a disagreement on terms or there is a problem fulfilling the terms.

And what matters most in a contract is what the parties believe it to mean. Which side proposes the contract can matter, as can which side has more resources. Intent can matter (although presumably intent would be neutral if a language model was used).

All of which is to explain why it would matter even if the contract was written by rolling a pair dice, provided that the resulting contract clearly described what the parties wanted to bind themselves to do.

The only real question is would it accurately represent to each and all parties their benefits and obligations and can the parties legally be bound to those terms.

You must log in to answer this question.