Legal Implications of Infidelity in AI Contract Reviews A 2024 Perspective

I was recently reviewing a batch of automated contract summaries generated by a new large language model—the kind of system we’re integrating more deeply into our compliance workflows now—and a peculiar clause jumped out at me. It wasn't the standard indemnity language or the force majeure definitions that caught my attention, but rather the inclusion of specific, almost archaic, references to personal conduct within what was supposed to be a purely commercial SaaS agreement. This prompted a genuine head-scratching moment: why is the AI flagging fidelity provisions in a B2B licensing document?

It turns out, as these sophisticated review tools ingest historical data—and let’s be honest, a vast amount of digitized case law and older transactional documents—they occasionally surface legal concepts that have largely faded from modern commercial practice, yet still carry latent legal weight depending on jurisdiction and contract formation date. The question isn't just about the AI misinterpreting context, but what happens when an automated system flags, or worse, *inserts* language related to personal fidelity—traditionally a concept tied to marriage or partnership agreements—into a technology contract. Let's trace this thread and see where the legal tripwires actually lie in 2025.

When we talk about the "legal implications of infidelity" in AI contract reviews, we are really discussing the boundary where personal obligations bleed into corporate liability, often mediated by imperfect automated systems. Consider a scenario where an AI system, trained on a dataset containing historical employment agreements or even older partnership dissolution documents, mistakenly cross-pollinates a non-disclosure agreement (NDA) with a clause suggesting termination for "material breach of personal trust" tied to marital status. If that contract is governed by a jurisdiction where common law still allows for the introduction of such moral turpitude clauses in employment contexts, the AI’s inclusion, even as a suggestion, creates immediate evidentiary confusion during a dispute.

Here is what I think: the primary danger isn't that the AI is writing new law, but that it's resurrecting dormant or jurisdictionally specific common law concepts and applying them inappropriately to modern, often standardized, commercial dealings. For instance, if the contract involves a small, closely held corporation where the principals' personal finances are closely intertwined with the business entity—a common setup in many tech startups—a sophisticated breach of personal trust clause, even if erroneously introduced by the model, could be argued as evidence of alter ego or piercing the corporate veil if litigation arises later over asset separation or fiduciary duty. We need to be extraordinarily precise about the provenance of the training data, specifically isolating commercial statutes from personal statutes, lest we inadvertently create contractual ambiguities that only expensive litigation can resolve.

Let's pause for a moment and reflect on the liability chain in this specific situation. If the AI flags a clause as legally necessary—perhaps based on a spurious correlation between "good faith" and "personal integrity" observed in its training material—and a human reviewer, relying on the system's perceived accuracy, approves it, where does the liability land if that clause is later invoked to void the entire agreement? Is it the AI vendor, the internal legal team that failed to adequately supervise the output, or the contracting party who signed the document containing the anomalous term? I suspect that in most common law jurisdictions, the burden will fall squarely on the signatories for failing to ensure the document accurately reflects mutual commercial intent, regardless of the automated mechanism that introduced the error.

Furthermore, the data privacy angle cannot be ignored, especially when dealing with cross-border contracts involving entities in regions with strict data protection regimes like the GDPR successor laws now prevalent across Europe. If an AI flags a fidelity clause, it implies that the system either had access to personal data concerning the principals' private lives, or it is generating terms so far afield from commercial norms that its very operation becomes suspect regarding data handling protocols. This is not just about contract validity; it touches upon regulatory compliance concerning the handling of potentially sensitive personal information that should never have entered the commercial review pipeline in the first place. We must treat these AI-introduced anomalies not just as drafting errors but as potential indicators of systemic data governance failures within the review platform itself.