When the Bot Makes the Deal: Contract Formation Risks for Sarasota Businesses Using AI

AI tools now write first drafts of vendor agreements, redline NDAs, and in some cases negotiate terms through automated purchasing systems. The efficiency is real. So is a question most business owners have not stopped to ask: if the software gets something wrong, who is stuck with the result?

Florida contract law was not written with AI in mind, but it already has plenty to say. Our Sarasota business transaction lawyers break down three doctrines that tend to surface when an algorithm has a hand in the deal: mistake, unconscionability, and authority.

Florida Law Already Treats Automated Deals as Real Contracts

Florida’s version of the Uniform Electronic Transaction Act, found in Florida Statutes Section 668.50, allows a contract to be formed through the interaction of electronic agents, even if no person ever reviewed the resulting terms. Section 668.50(14) makes that explicit. In other words, “the AI did it” is not a defense to formation. Once your system accepts, your business has likely accepted.

The statute offers one narrow exit. Under Section 668.50(10)(b), an individual who makes an error while dealing with another party’s electronic agent may avoid the resulting record, but only if the system gave no chance to prevent or correct the error, and the individual promptly gives notice, returns what was received, and has not benefited from it. Outside that situation, the ordinary law of mistake applies, and Florida courts apply it cautiously. A business that skipped a reasonable review is often in a weak position to argue it never meant what it sent.

Where AI Creates Mistake, Unconscionability, and Authority Problems

Each doctrine plays out a little differently when software is involved:

• An AI drafting tool may pull a pricing term from an outdated template, flip a notice period, or drop a limitation of liability clause entirely. Relief for a one-sided error is hard to obtain, particularly when a quick human read would have caught it.
• Florida courts generally look for both an unfair bargaining process and unreasonably one-sided terms. AI-generated form contracts, buried in click-through screens and packed with aggressive clauses, can check both boxes. For sales of goods, Section 672.302 lets a court refuse to enforce the contract, strike the offending clause, or limit its effect.
• An employee who launches a negotiating bot with broad settings may commit the company to terms no manager approved. Section 668.50(9) attributes an electronic record to the person whose act it was, and apparent authority principles can bind a business that let the tool speak on its behalf.
• When a dispute arises, reconstructing what the AI proposed, what changed, and who signed off can be difficult without logs and version histories.

The practical takeaway is that AI shifts risk rather than removing it. The party that deploys the tool usually carries the consequences.

Build Guardrails Before the Next Deal

The answer is less about avoiding AI and more about controlling it. Set dollar thresholds above which no automated system can accept terms, require human approval on key clauses, keep a record of every draft, and address AI use directly in your contracts.

If an AI-assisted agreement has already gone sideways, or you want safeguards in place before one does, Suncoast Civil Law can help. We review the documents, trace how the terms came together, and give you a candid read on where you stand. Reach out to our office to schedule a consultation with our Sarasota business transaction lawyers.

Source:

flsenate.gov/Laws/Statutes/2025/668.50