Definitions [15 USC 7006]
Citation: § 7006 (definitions), 15 USC 7006
Q: What is an “electronic agent” under E-SIGN?
A: A computer program or electronic means used to initiate an action or respond to electronic records or performances without human review at the time of action [§ 7006(3)].
Key rule (§ 7006): E-SIGN defines electronic signatures, records, and agents in technology-neutral terms, allowing any method of electronic agreement.
Rule: Definitions are intentionally broad and technology-neutral. Electronic agents include AI systems that act without human intervention.
Key Definitions [§ 7006]
Electronic Signature [§ 7006(5)]
| Element | Definition |
|---|
| What it is | Electronic sound, symbol, or process |
| Attached or associated | With a contract or record |
| Intent | Executed or adopted with intent to sign |
Examples:
- Typed name in email
- Click-to-accept checkbox
- Digital certificate
- Biometric (fingerprint, voice)
- PIN/password
Electronic Record [§ 7006(4)]
| Element | Definition |
|---|
| What it is | A contract or other record |
| Created by | Electronic means |
| Stored by | Electronic means |
| Transmitted by | Electronic means |
Examples:
- Email messages
- PDF contracts
- Database entries
- Digital documents
Electronic Agent [§ 7006(3)]
| Element | Definition |
|---|
| What it is | Computer program |
| Or | Electronic or other automated means |
| Purpose | Initiate action or respond to electronic records |
| Key feature | Without human review at time of action |
Critical for AI: This definition covers AI agents that:
- Process orders automatically
- Accept contracts without human review
- Respond to electronic requests
- Execute transactions autonomously
Consumer [§ 7006(1)]
| Element | Definition |
|---|
| Who | Individual |
| Obtaining | Goods, services, money, credit |
| Purpose | Personal, family, or household purposes |
Transaction [§ 7006(13)]
| Element | Definition |
|---|
| What | Action or set of actions |
| Relating to | Conduct of business, consumer, or commercial affairs |
| Between | Two or more persons |
| Includes | Sale, lease, exchange, licensing of property/services |
Technology Neutrality
Why Definitions Are Broad
| Principle | Effect |
|---|
| No specific technology required | Any electronic method works |
| Future-proof | Applies to technologies not yet invented |
| AI included | Electronic agent definition covers AI |
| Blockchain valid | Decentralized systems covered |
Electronic Agent Deep Dive
What Counts as an Electronic Agent
| System | Covered? |
|---|
| AI chatbot processing orders | Yes |
| Automated email response | Yes |
| Smart contract | Yes |
| Algorithmic trading | Yes |
| Human reviewing then clicking | No (human review involved) |
Attribution Requirement
For electronic agent actions to be binding, they must be legally attributable to the person to be bound:
| Factor | Consideration |
|---|
| Authorization | Was the agent authorized to act? |
| Scope | Did action fall within scope? |
| Apparent authority | Would reasonable person think authorized? |
| Ratification | Did principal adopt the action? |
AI Agent Implications
For AI systems acting as electronic agents:
| Issue | E-SIGN Treatment |
|---|
| Definition | AI clearly covered by § 7006(3) |
| Validity | Actions valid under § 7001(e) |
| Attribution | Must be attributable to principal |
| Consumer consent | Still required for e-records |
Compliance Considerations
| Factor | Requirement |
|---|
| Authorization | Document that AI is authorized |
| Scope limits | Define what AI can bind principal to |
| Audit trail | Log AI decisions for attribution |
| Consumer disclosure | May need to disclose AI is acting |