tegwick
372f671eef
Assistant: codex Assistant-Model: gpt-6-astra Assistant-Session: 01a070b5-4994-7271-bd8b-7c3dbcedec4b
111 lines
No EOL
5 KiB
Markdown
111 lines
No EOL
5 KiB
Markdown
# Legal Person, Agency, and Contract Binding
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## Source Type
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Legal doctrine synthesis. Common-law agency principles, contract privity, and
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juridical person concepts used in commercial law.
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## Domain
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Commercial law foundations for representation, liability, and binding promises
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between parties.
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## Why This Source Matters
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Commercial software models "accounts" and "organizations," but courts and
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regulators reason about **principals, agents, legal persons, and contractual
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obligations**. Agency law explains how organizations act through people and why
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commercial identity must bind **liability**, not just login state.
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## Key Concepts
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- **Legal person**: entity recognized by law as holder of rights and duties;
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includes natural persons and juridical persons (corporations, LLCs, etc.).
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- **Juridical person**: organization recognized as legal person distinct from
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members (corporation, association).
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- **Principal**: party on whose behalf an agent acts.
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- **Agent**: party authorized to act for principal and bind principal within scope.
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- **Fiduciary duty**: agent's duty of loyalty and care to principal.
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- **Actual authority**: express or implied permission granted to agent.
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- **Apparent authority**: third party reasonably believes agent has authority
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based on principal's conduct.
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- **Agency by contract**: principal-agent relationship created by agreement
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(employment, power of attorney, brokerage).
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- **Contract**: agreement creating enforceable obligations; requires parties with
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capacity.
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- **Privity**: doctrine limiting contract rights/obligations to parties to the
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contract (with modern statutory exceptions).
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- **Representation**: agent acts **for** principal; principal may be bound by
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authorized acts.
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- **Termination**: agency ends by agreement, operation of law (death, bankruptcy),
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or breach.
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## Relevant Terminology
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| Term | Source meaning |
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| --- | --- |
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| Principal | Party represented by agent. |
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| Agent | Party acting on principal's behalf. |
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| Legal person | Rights-bearing entity under law. |
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| Juridical person | Non-human legal person (company). |
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| Fiduciary | Trust-based duty relationship. |
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| Power of attorney | Written agency authorization. |
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| Binding | Creating legal obligation on a party. |
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| Capacity | Legal ability to enter contracts. |
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| Apparent authority | Authority as seen by third parties. |
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## Modeling Assumptions
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- **Organizations act only through agents** (officers, employees, representatives).
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- **Commercial binding requires identifiable parties** with legal capacity.
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- **Representation is contractual or statutory**, not merely technical (API token).
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- **Principal liability** may attach to unauthorized acts if apparent authority exists.
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- **Agency terminates**; commercial systems must model lifecycle and revocation.
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- **Natural person ≠ company** even when sole proprietor; legal structure matters
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for liability and contract.
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## Identity-Canon Implications
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- **Organization** collective actor maps to juridical person when legally recognized.
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- **Natural Person** maps to natural-person legal person.
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- **Representation Relationship** in canon aligns with agency (acts for).
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- **Delegation Relationship** is narrower grant of authority; agency may be broader.
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- **Commercial Commitment** (contracts, PO acceptance) binds **Legal Entity** or
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**Organization** actors through **Representation** chains.
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- Login **Account** does not create agency; employment or explicit authorization does.
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- **Apparent authority** explains why enterprises must govern service accounts and
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admin roles carefully (S05, S10, S11).
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## Terminology Conflicts
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- **Agent (legal)** vs. **Artificial Agent (canon)**: lawyer's agent ≠ AI agent;
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overlap when AI acts under delegated authority.
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- **Principal (legal)** vs. **Authorization Principal**: legal principal vs. Cedar principal.
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- **Legal person** vs. **Legal Entity** in canon: legal person includes natural persons.
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- **Account holder** vs. **contracting party**: bank account ≠ signatory authority.
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## Candidate Canonical Mappings
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| Legal concept | Candidate canonical concept |
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| --- | --- |
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| Natural person (legal) | Natural Person |
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| Juridical person | Organization / Legal Entity |
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| Principal | Organization or Natural Person (represented party) |
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| Agent (human) | Natural Person + Representation Relationship |
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| Agent (org acting) | Organization + Representation Relationship |
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| Power of attorney | Delegation Relationship + Credential |
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| Contract | Commercial Commitment (contract) |
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| Apparent authority | Trust Relationship risk + Administration governance |
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| Agency termination | Lifecycle State on Representation/Delegation |
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## Open Questions
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- Should canon add **Legal Person** as umbrella for Natural Person + juridical
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Organization/Legal Entity?
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- How should apparent authority risks be represented for service accounts?
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## References
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- Stimmel Law, Agency – The Basic Law — https://www.stimmel-law.com/en/articles/agency-basic-law
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- Contract privity doctrine (common law overview)
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- Harvard Law School Forum, FinCEN beneficial ownership and corporate persons |