In two forthcoming book chapters, I argue for maintaining conceptual clarity about the difference between people – that is, the natural kind of the human species – and persons created as artificial entities with rights (and often but not always duties).[1] This distinction has long been recognized by philosophers and legal theorists, with one major contribution by John Dewey now reaching its 100th anniversary: The Historic Background of Corporate Legal Personality.[2] In this influential article, Dewey rejects essentialist accounts that seek to identify a metaphysical “real entity” in artificial legal constructions such as corporations. He makes the case instead for a pragmatic perspective. He says, “put roughly, ‘persons’ are what the law signifies.”[3] He writes further:
In saying that “person” might legally mean whatever the law makes it mean, I am trying to say that “person” might be used simply as a synonym for a right-and-duty-bearing unit. Any such unit would be a person. . . . Hence it would convey no implications, except that the unit has those rights and duties which the courts find it to have. What “person” signifies in popular speech, or in psychology, or in philosophy or morals, would be as irrelevant, to employ an exaggerated simile, as it would be to argue that because a wine is called “dry,” it has the properties of dry solids; or that, because it does not have those properties, wine cannot possibly be “dry.” Obviously, “dry” as applied to a particular wine has the kind of meaning, and only the kind of meaning, which it has when applied to the class of beverages in general. Why should not the same sort of thing hold of the use of “person” in law?[4]
One implication of this understanding is that lawyers trained in the technical use of “person” as a legal concept should not fall into a habit of conflating the use of person as referring to any individual human being and person as referring to a legally recognized entity. However, even well-trained lawyers can fall into confusion because of the strong custom of thinking of only people as persons in everyday life and ordinary language. There is also confusion because people themselves are not always accorded the full range of rights, duties, or privileges of legal persons. For example, controversies continue over whether and when humans should be recognized as legal persons at the beginning and the end of life. Does a human embryo or fetus have rights? What about an adult person who has suffered brain death while bodily functions continue? Even after death, should human bodies have certain basic rights of decent treatment?[5] One issue that has been settled in legal theory (if not yet universally in practice) is that some people cannot enslave others as property rather treat them as legal persons with rights. At the same time, the legal systems of many nations, including the United States, are gripped by controversies over the rights of people who are not citizens or recognized residents under immigration laws. Treated as so-called “aliens,” immigrants without residence permission (by green cards, visas, or recognized petitions for asylum) are often treated as persons with very limited legal rights.[6]
From an ordinary usage point of view, it is disorienting to refer to other artificial entities as “persons” having legal existence. Of course, we have been doing so in the law for centuries. Nation-states are recognized as legal persons in international law, and “our federalism” is a complex system of recognition of different governing entities and jurisdictions. Nonprofit organizations, including religious institutions, count as organizational persons.[7] Colleges and universities do too. Over the course of the last several centuries, the wide recognition and fast growth of business corporations transformed human global civilization. Those who advocate economic markets as a measure of all things must contend with the fact they too are artificially constructed – with recognized “persons” (both individual people and organizations) competing within them and thus constituting them.[8]
In the two chapters, I argue for maintaining the distinction between people and persons because it is so easy to forget. The old fear that business corporations given legal powers to act as persons could run rampant like Frankenstein’s monster across the global landscape remains relevant.[9] The infamous Citizens United case illustrates how a careless extension to corporations of constitutional rights of free speech creates havoc for the norms of democratic government.[10]
At the same time as legal personality has been advanced to protect corporations and those associated with running and owning them,[11] the law has been too restrained in extending legal personhood to nonhuman biological entities, such as forests, rivers, and even individual trees such as those qualifying as “elderflora.”[12] In my chapter on People and Persons in Private Law, I argue that a contemporary sensibility of the threats that our human economic systems pose to biodiversity justifies extending rights of legal personality to nonhuman biological entities and paying attention to how human stewards can be granted standing to assert these rights.[13]
One problematic category concerns the protection of new genetically-engineered life forms such as human clones or human cross-species hybrids (such as futuristic minotaurs or weretigers). As in the original Frankenstein by Mary Shelley, these entities would create moral difficulties once they exist similar to those related to the human creature composed of reanimated corpses and organs in Shelley’s novel.[14] For this reason, there is very good reason to forbid such experiments.
My chapter then turns to recent proposals to recognize certain artificial intelligence programs, algorithms, or agents as legal persons, and I find reason for serious doubt. Unlike corporations, for example, which are composed at least in part of living human beings, AI is composed of massive collections and processing of the residue of human communications or artistic expressions that have occurred in the past. The technology of AI may approximate or even surpass certain human cognitive functions – using high-powered computing to process mountains of data for “learning.”[15] However, cognitive powers alone should not, in my view, give sufficient reason to protect them with legal personality.[16] Instead, a better approach would be to treat AI agents (and perhaps AI products generally) with a standard of strict liability shared by the producers of the technology and those who use it. A useful analogy is to the strict liability imposed in the common law for the keeping of dangerous animals.[17] Until new AI technologies can be fully domesticated so that we know that they are beneficial to humanity rather than the reverse, it makes sense to impose high standards of tort liability (and perhaps mandatory insurance and the imposition of a precautionary principle for review prior to public release) rather than to simply let this fast-developing, dangerous technology loose in the world without regard to its possible negative consequences for human health and wellbeing.[18]
ENDNOTES
[1] Eric W. Orts, People and Persons in Private Law: From Corporations to Non-Human Biological Entities to Artificial Intelligence, in Legal Persons and Private Law (Paul Miller and Eva Micheler eds.) (Cambridge University Press, forthcoming 2026); Eric W. Orts, Organizational Persons, Business Firms, and Market Institutions, in The Oxford Handbook on Social Ontology (Brian Epstein ed.) (Oxford University Press, forthcoming 2026).
Note that in this construction the recognition of entity precedes the allocation and recognition of rights and duties. See Joseph Vining, From Newton’s Sleep 322 (1995) (“For rights, there must be entities to which the rights can be attached, possessing or bearing rights. In corporate law, the entity is in question and is the focus of argument.”).
[2] John Dewey, The Historic Background of Corporate Legal Personality, 35 Yale L.J. 655 (1926).
[3] Id. at 655.
[4] Id. at 656.
[5] See Ela A. Leshem, Dead Bodies as Quasi-Persons, 77 Vanderbilt L. Rev. 999 (2024).
[6] For a critique of the use of “aliens” as biased, see D. Ouellet, “The Case Against Aliens: Immigration Law and Language Through a Cosmic Perspective,” Epicenter, Harvard University, Sept. 2, 2025, https://epicenter.wcfia.harvard.edu/article/case-against-aliens (“The presence and continued use of this label [aliens] in current immigration discourse . . . is ideological. It encodes a perception of the noncitizen not as an individual who simply moved from another country, but as fundamentally unknowable, untrustworthy, and, importantly, unworthy of rights.”).
[7] The history of the development of organizational personality is intimately connected with the story of the rise of the secular state and its relationship to the church and other religious institutions. See, e.g., Ernst Kantorowicz, The King’s Two Bodies: A Study in Medieval Political Theology (Princeton University Press 2016 ((1957).
[8] As I discuss in Organizational Persons, Business Firms, and Market Institutions, supra note 1, it is more accurate to refer to the institutional construction of various kinds of markets in the plural rather than to refer to “the market” in the abstract, which tends to blur the many differences in various types of markets.
[9] See, e.g., Maurice I. Wormser, Frankenstein, Incorporated (1931); Evelyn Atkinson, Frankenstein’s Baby: The Forgotten History of Corporations, Race, and Equal Protection, 108 Va. L. Rev. 581 (2022).
[10] Citizens United v. Federal Election Commission, 558 U.S. 310 (2010). See also Burwell v. Hobby Lobby Stores, Inc., 573 U.S. 682 (2014) (recognizing a similarly fraught application of rights to religious expression of corporations).
[11] As I discuss in my book on the topic, the uncritical recognition of business entities has allowed for an abuse of the feature of limited liability not only for shareholders and other owners but also for those who govern corporations and other firms. Eric W. Orts, Business Persons: A Legal Theory of the Firm (rev. paper ed. 2015), especially ch. 4.
[12] Eric W. Orts, Trees as Legal Persons, in The Wisdom of Trees: Thinking Through Arboreality (David Macauley & Laura Pustarfi eds., 2025), ch. 5. See also Jared Farmer, Elderflora: A Modern History of Ancient Trees (2022).
[13] My argument elaborates on the view expressed by the late Christopher Stone. For the most recent version, see Christopher D. Stone, Should Trees Have Standing? Law, Morality, And The Environment (3d ed. 2010). In the context too, note that the rights of persons such as children or old, beautiful trees do not also necessarily entail duties. For a recent jurisprudential argument related to my claim that rights and duties do not always cohere, see Nicolas Cornell, Wrongs and Rights Come Apart (2025).
[14] Mary Shelley, Frankenstein, Or the Modern Prometheus (Penguin Books, rev. ed. 1992) (1831).
A related emerging category concerning the recognition of human persons concerns whether and how much we should recognize physical extension of our bodies – such as in some of the knowledge and personal information that we store on our smartphones – should count as integral to our minds as legal persons. For a thought-provoking version of this idea, see Mala Chatterjee, From Extended Personality to Extended Minds: Toward an Expanded Theory of Legal Personality, in Oxford Studies in Private Law Theory: Volume IV (forthcoming 2026).
[15] One problem in the emerging AI field is that there is a trend toward anthropomorphizing the product, which is really only a sophisticated computerized machine, as a human person. AI does not really “learn” from the huge amount of data it churns through in the same sense as a human mind gains knowledge and perspective about the world. The same is true of giving AI machines human names such as “Alexa” or “Claude.”
[16] For discussion of competing views, see, e.g., Claudio Novelli et al., AI as Legal Persons: Past, Patterns, and Prospects, 52 J.L. & Soc’y 533, 535-36 (2025). For a seminal early discussion, see Lawrence B. Solum, Legal Personhood for Artificial Intelligences, 70 N.C. L. Rev. 1231 (1992).
[17] See Gabriel Weil, Tort Law as a Tool for Mitigating Catastrophic Risk from Artificial Intelligence, revised June 6, 2024, manuscript at 47-48, https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4694006.
[18] On the existential risk of AI superintelligence, see Toby Ord, The Precipice: Existential Risk and the Future of Humanity (2020); Eliezer Yudkowsky & Nate Soares, If Anyone Builds It, Everyone Dies: Why Superhuman AI Would Kill Us All (2025). The CEO of Anthropic estimated the probability that AI could destroy humanity as between 10 to 25 precent. Sheera Frenkel & Julian E. Barnes, Defense Dept. and Anthropic Square Off in Dispute Over A.I. Safety, N.Y. Times, Feb. 18, 2026, https://www.nytimes.com/2026/02/18/technology/defense-department-anthropic-ai-safety.html. And even if the existential risk is very low, there are large environmental risks associated with the huge AI demand for power as well as political and other social risks. See, e.g., Kate Crawford, Atlas of AI: Power, Politics, and the Planetary Costs of Artificial Intelligence (2021).
Eric W. Orts is the Guardsmark Professor of Legal Studies & Business Ethics and professor of management at The Wharton School, University of Pennsylvania. This post is based on two book chapters, one in Legal Persons and Private Law (Paul Miller and Eva Micheler eds.) (Cambridge University Press, forthcoming 2026) and the other in The Oxford Handbook on Social Ontology (Brian Epstein ed.) (Oxford University Press, forthcoming 2026). Pre-publication drafts are available here and here.