Liability does not vanish
When software makes an error, the enterprise pays for it. We work to cap, allocate, and anticipate liability in the contract.
PRACTICE · AI LAW
AI Corporate Governance & Liability
When an algorithmic agent negotiates a contract or executes a trade, the resulting liability does not vanish—it attaches to the enterprise that deployed the system. We counsel corporate boards, executives, and founders on the precise allocation of risk for autonomous software. We build the oversight frameworks that protect directors from liability and draft the external contracts that dictate what happens when software acts on its own volition.
- Discipline
- AI Law
- Engagement
- Per matter or retainer
- Counsel
- Christopher Moye
AI LAW
Liability does not vanish
When software makes an error, the enterprise pays for it.
The problem
When an autonomous system makes a decision, the liability lands on the company that deployed it — and increasingly on the board that failed to oversee it.
An AI agent that signs a contract, prices a product, or screens an applicant creates exposure that does not disappear because the model did it. The duty of oversight now reaches algorithmic risk, and the protections — contractual liability caps, documented board reporting — have to exist before the incident, not after.
Principles · 01
How we draft the matter.
Every engagement is composed against these commitments. They shape the protections we add, the questions we ask, and the document that leaves the file.
Directors must monitor
The duty of oversight applies to algorithmic risk. We build the reporting channels that protect the board from Caremark claims.
Identity is an asset
A founder's voice and likeness are intellectual property. We use state laws to block unauthorized digital clones.
What we watch · 02
What can break the matter.
These are the terms, structures, and practical risks that usually decide whether the work holds when the file is tested.
ENTERPRISEFOUNDER
AI Agency Contracting
Drafting the external terms of service and commercial agreements that legally allocate fault when an autonomous agent makes a financial or contractual error.
DIRECTORGC
Caremark-Style Oversight
Establishing the documented board-level reporting structures required to defend corporate directors against claims of failing to monitor algorithmic risk and deployment safety.
EXECUTIVEESTATE
Digital Replica Defense
Prosecuting unauthorized digital cloning and enforcing postmortem publicity rights under New York Civil Rights Law § 50-f and emerging federal frameworks.
The work · 03
Four steps. One engagement.
Each step is concrete; each step has a deliverable. The scope is defined, the matter moves, and the file closes.
- 01
Risk Mapping
We audit the specific autonomous systems your enterprise is deploying and map the potential vectors for liability.
- 02
Board Structuring
We institute the formal reporting channels and committee charters necessary to satisfy the duty of oversight regarding AI risks.
- 03
Contract Allocation
We revise your customer-facing terms and vendor agreements to explicitly cap liability for algorithmic hallucinations or agent errors.
- 04
Active Monitoring
We maintain an ongoing cadence with the general counsel to adapt the governance structure as deployment scales.
Proof
What stands behind the work.
What stands behind the work — credentials and representative engagements, stated plainly.
AI governance matters are handled by Christopher Moyé, Esq., who authors the firm's published writing on AI liability and board oversight.
Board oversight structures and committee charters, AI-agent contracting and liability allocation, and digital-replica and publicity-rights enforcement.
We start from the specific systems you deploy and the decisions they make autonomously — governance follows the actual risk.
Common questions
Questions clients ask.
Plain answers to the questions that come up most. If yours is not here, send the facts — we answer in writing.
- If our AI makes a mistake, who is liable?
- Generally the enterprise that deployed it — “the model did it” is not a defense. Liability can also reach vendors by contract and, for oversight failures, directors. We allocate that exposure in advance through contractual caps, indemnities, and documented governance.
- What is a Caremark duty, and how does AI change it?
- Caremark holds that directors can be liable for failing to oversee mission-critical risks. As companies make AI central to operations, algorithmic risk increasingly looks like exactly that kind of risk. We build the board reporting and committee structures that show the duty of oversight was met.
- Do we need an AI use policy?
- If employees or products use AI in ways that touch customers, data, or decisions, yes. A policy sets acceptable uses, human-review checkpoints, and accountability. We draft one matched to how your company actually uses these tools rather than a generic template.
- Can we be bound by a contract an AI agent enters?
- Potentially — if the agent had apparent authority and the counterparty reasonably relied on it. We structure terms of service and agent guardrails that define what the system can and cannot bind the company to.
- Someone cloned our founder's voice with AI — what can we do?
- New York's Civil Rights Law protects name, voice, and likeness, including a postmortem right, and federal frameworks are emerging. We pursue the available claims to stop unauthorized digital replicas and enforce publicity rights.
SCHEDULE A CONSULTATION
Discuss board oversight.
Establish the documented reporting structures and liability allocations required to safely deploy algorithmic agents at scale.
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