The increasing deployment of artificial intelligence systems in organizational contract management has challenged traditional models of civil liability. In such systems, risk assessment, clause evaluation, and contractual recommendations are conducted through algorithmic processes that may become structurally integrated into the formal decision-making framework of legal entities. When harm occurs, classical doctrines—whether based on individual fault, vicarious liability, or liability arising from things—do not always adequately address the complexity of technology-driven decision-making. Focusing on the organizational use of intelligent contract management systems under Iranian law, and distinguishing between contractual and non-contractual liability, this article examines how liability should be attributed where harm is caused to third parties. It argues that when an AI system plays an effective and systematic role in the formation of a legal entity’s will, the resulting decision is directly attributable to the organization itself, without disregarding the fault-based foundations of Iranian civil liability law. In such cases, liability analysis must be conducted at the structural level of the entity’s decision-making framework. Accordingly, a theory of organizational (structural) liability—conceived as complementary to traditional doctrines—offers a coherent basis for effective compensation and prevents gaps in attribution in the context of AI- assisted contractual governance.Keywords: intelligent contract management; legal entities; attribution of liability; third parties; decision-making structure.



Revisiting Civil Liability Attribution for Organizational Use of Intelligent Contract Management Systems

Revisiting Civil Liability Attribution for Organizational Use of Intelligent Contract Management Systems