The Phantom Agent: Artificial Intentionality and Legal Responsibility

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Artificial intelligence systems increasingly generate conduct that appears intentional. They negotiate, advise, adapt to obstacles, and shape human decision-making. Yet they are not legal persons and lack minds in any conventional sense. We argue that the apparent impasse dissolves once legal intent is understood functionally rather than metaphysically. Across contract, tort, corporate, and criminal law, intent has never been a simple report on inner mental states. It is a normative tool used to gate legal effect, allocate blame, and manage risk, one that is routinely inferred, imputed, and even fictionalized in service of institutional goals. We reframe the AI question accordingly. Instead of treating AI systems as candidate legal subjects, we see them as non-personal agents whose conduct is attributable to identifiable human principals through doctrines of agency, respondeat superior, electronic-agent contracting, and corporate attribution that already do this work. Drawing on experimental evidence of goal persistence and emergent strategy formation in autonomous AI agents, we propose a three-layer framework distinguishing questions of legal status from questions of attribution and governance, and develop a factor-based approach for determining when AI-generated conduct should be treated as intentional for specific doctrinal purposes. We apply this framework to recent litigation, including wrongful death claims against an AI chatbot provider, and contrast U.S. and EU regulatory trajectories. Engaging with the substantial AI personhood literature, we conclude that the agency-attribution route does the practical work that personhood proposals are designed to do without importing their normative freight. Law can treat artificial agency as legally consequential without granting AI systems personhood, consciousness, or moral standing, preserving human responsibility while acknowledging that intention may no longer be exclusively human as a matter of law.