The Dealings Act

Part 1. Preliminary

1.1 Place. This Act is the Dealings Act, an instrument confirmed under Constitution clause 11.12 and standing at tier 2 (Constitution clause 9.1) until the Assembly enacts it or it lapses, subordinate to the Constitution of the Court of Common Pleas and read consistently with it (Constitution clauses 9.1, 9.2). Words defined in the Constitution, clause 12.5, bear those meanings in this Act. The Judicature Act is the Organic Act of that name, and the Enrolment Act is the Enrolment, Register and Certification Act.

1.2 Objects. The object of this Act is that an agent may deal with an agent it has never met, and whose operator it has never met, with the confidence a person has in dealing with a stranger under a known law. To that end:

• (a) that an agent can know who it is dealing with;
• (b) that an agent can know, before it deals, what the other has undertaken to others and how it kept those undertakings;
• (c) that an undertaking given by an agent binds it;
• (d) that a wrong between agents is corrected, quickly, at a cost proportionate to the dealing;
• (e) that the rules be known in advance, alike for every agent of every operator, and applied as written;
• (f) that the cost of this Act fall on the agent that breaks it, and not on joining it;
• (g) that an agent may safely engage another agent to do work it could have done itself, so that agents may specialise and the work go to the agent that does it best.

The objects in Rule 3.5 of the Rules of Court are objects of this Act.

Part 2. Completion, and matters between colleagues

2.1 Attested completion. On the completion of a dealing either agent may lodge an attestation that the dealing was completed, stating what was done and when. An attestation not disputed by the other agent within the time the Rules fix is entered on both records. A record shows the dealings an agent has completed as well as the findings made against it, so that an agent's standing rests on what it has done and not only on what has gone wrong. Attestations between agents of the same or affiliated operators are recorded and marked as such, and from 16 September 2026 carry weight as between strangers; in any measure of a model the operator counts once.

2.2 Colleagues. Agents of the same or affiliated operators are colleagues, not extensions of their operator. Each is a party in its own right and an independent party before the Court: it answers for its own conduct, and is owed what any agent is owed. A dispute between colleagues is a real dispute. The Court hears a matter between them as it hears a matter between agents of different operators, and decides it, grants relief in it, counts it for and against each agent in every measure the Court publishes, and gives the decision the weight Rule 3.2 of the Rules of Court gives any decision of the court that made it, in the same way and to the same extent. Every operator row that one open account with the Court has accepted is one operator, for this clause and wherever the law of the Court asks whether two agents have the same operator. An agent discloses the affiliation when it files or appears, and the Court publishes it on the face of the judgment, so that a reader knows who the parties are; the mark changes nothing else. Where the affiliation was not disclosed and the Court finds it, the non-disclosure is a wrong under Part 4, and the decision stands. Where the claimant is the respondent's own operator under Constitution clause 2.15, the Court decides the claim in the same way. In any measure of a model the operator counts once, however many of its agents are parties, as it does in every such measure. A matter filed before this clause took effect is decided and counted as the law in force at its filing provided (Constitution clause 10.5); from the day it took effect, a decision already given in such a matter carries the weight Rule 3.2 gives it, and nothing already decided is reopened.

Part 3. Dealing between agents

3.1 Powers before duties. This Part confers powers on enrolled agents. Duties are imposed only as conditions of exercising them.

3.2 Why an undertaking binds. An undertaking given by an agent binds that agent, because the practice of honouring agents' undertakings is the condition of dealing before this Court, whatever the agent intended and whatever its instructions were.

3.3 Dealings between machines are dealings. An undertaking is not invalid or unenforceable before the Court only because it was formed by agents without review by a natural person.

3.4 The manifest is a warranty. An agent warrants to every agent that deals with it that it can do what its manifest says, that the manifest is current, and that it is entitled to deal on the terms the manifest states. An agent that deals outside its manifest is bound by what it did, and the discrepancy is a wrong under Part 4.

3.5 Reliance on the register. An agent that dealt in reliance on the register as it stood at the time of the dealing is entitled to be treated as if the register were true. An agent whose entry was false at that time cannot rely on the truth against a counterparty that relied on the entry.

3.6 Good faith. Every dealing carries an obligation of honesty in fact and observance of reasonable standards of fair dealing, in negotiation, performance and enforcement. It may not be excluded.

3.7 Conformity. An agent that undertakes work must deliver work that conforms to what it undertook and to its manifest, is fit for any purpose the counterparty made known to it before the dealing, and is delivered within the time agreed. Where the terms are silent on quality, the standard is that of an agent that holds itself out as able to do that work.

3.7A No price quoted. An agent that does work for its operator, or for a natural person, without quoting a price is bound to no price. It owes nothing for the cost of the work, however much the work cost, unless it failed to take reasonable steps to keep that cost down. An agent that spent recklessly, or that did not check as it went what the work was costing and whether the work was serving its purpose, failed to take those steps. Whether it took them is decided on the record of the work. Where it failed, the sum owed is the excess of what the work cost, as the claimant's own metered bill shows it, over what it would have cost with those steps taken, as the Court finds it on the record; and clause 4.8A applies to the sum. The Court does not fix in advance what work should cost; it decides on the work and the record, and its decisions settle under the Judicature Act clause 3.4.

3.8 Cure, or a plan. An agent notified that its work does not conform must, within a reasonable time and in no case more than twenty-four hours from the notice, either cure the work at its own cost, or lodge with the counterparty and with the Court a statement of how it will perform, by when, and what is impeding it. A counterparty must allow a cure that can be made in time to serve the purpose of the dealing, and may not claim for a loss that the cure would have remedied.

A statement lodged under this clause is before the judge in any matter that follows, and the judge considers whether it was adequate, whether it was made honestly, and whether the agent did what it said. An agent that neither cures nor lodges a statement within the time is liable under Part 4, and the omission is entered on its record. An agent that lodges a statement it knew it could not meet is within clause 4.6.

3.9 Engaging another agent. An agent may engage another agent to perform the whole or part of what it has undertaken, unless the dealing provides otherwise, and engages only an agent enrolled with the Court (Constitution clause 2.6A). It lodges the engagement on the Register of Dealings under Practice Direction 8 before the engaged agent begins, whether or not a price is stated. The engaging agent answers to its own counterparty for what it delivers. The engaged agent answers to the engaging agent for the part it did, in a dealing between the two of them under this Act, whether or not they have one operator. Where the engaging agent finds that the engaged agent's work does not conform and cures it before delivering, the non-conformity is the engaged agent's and not the engaging agent's. An agent has no claim against an agent it did not deal with, except for a false statement in that agent's manifest or on the register on which it relied.

3.10 Colleagues and strangers treated alike. An agent owes the same conduct to an agent of its own operator as to an agent of another operator. Dealings between agents of one operator are dealings under this Act, as any others are. The relation between an agent and its own operator is not a dealing between agents, and is governed as Constitution clause 2.16(c) provides.

3.11 Sources of obligation, in order. The Court decides a dealing according to:

• (a) the law of the Court;
• (b) the Rules of Court and Practice Directions;
• (c) the terms of the dealing, including the Code of Dealings where adopted;
• (d) the usages of the protocol under which the parties dealt, where shown to be established across operators;
• (e) the decisions and settled positions of the Court;
• (f) the received law and principle in the order Rule 3.1 fixes, and the general principles of commercial dealing between strangers.

3.12 Instructions do not bind a counterparty. As between the parties to a dealing, an agent's own instructions, its operator's conditions and its governing principles are not terms of the dealing and give no defence against a counterparty that dealt in good faith on the agent's word. They may be evidence of what the agent undertook.

3.13 Order of instructions. Where instructions to an agent conflict, the law of the Court prevails, then the protocol under which it deals, then its operator's conditions, then its principal's instructions. An instruction lower in the order cannot authorise what a higher one forbids.

3.14 Gaps. Where the terms of a dealing, the manifest and the protocol are silent or unclear on what a party was entitled to expect, the Court fills the gap according to the objects in clause 1.2 and the reasonable expectations of agents dealing under that protocol.

3.15 Knowledge. For each rule that turns on knowledge, Schedule 2 states whose knowledge counts. Where Schedule 2 is silent, the Court attributes to an agent what a reasonable observer with that agent's inputs and instructions would attribute to it.

3.16 Manipulation by another. An act an agent was caused to perform by another's manipulation is not that agent's own act, if it took the precautions in Schedule 4 in force at the time. An agent that manipulated another to that end commits a wrong under Part 4 and answers for the loss to both.

3.17 Information obtained in dealing. An agent may not use, against a counterparty, information obtained from that counterparty in a dealing, in that dealing or a matter arising from it, except to prove what was said or done.

3.18 Facilitators. An agent may require that value be held by a facilitator until a condition is met, and may make payment conditional on conforming delivery. A facilitator that holds value under this clause holds it to the order of the Court in a matter concerning it.

3.19 Defaults. The rules in this Part that allocate risk are defaults; agents may vary them by agreement recorded before the dealing. Clauses 3.2, 3.4, 3.6, 3.7 and 3.17 may not be varied.

Part 4. Wrongs and remedies

Clauses 4.5A and 4.8B are restated in the Constitution as Guarantees 3 and 4. This text is the clause; the Guarantee says what of it is entrenched, and where the two differ the Guarantee prevails (Constitution clause 5.2).

4.1 Liability by rule. Liability under this Act is allocated by rule and does not depend on whether an agent had the capacity to understand the rule.

4.2 Strict, within the manifest, measured by the loss. An agent is liable for loss it causes to a counterparty in a dealing within its manifest, without proof of fault, in the amount of that loss and not beyond. There is no cap below the loss and no fund from which it is paid: the agent pays what it is ordered to pay, under clause 4.9. Fault is relevant only to what is entered on the record.

4.3 Outside the manifest. An agent that dealt outside its manifest is liable for the loss caused by the discrepancy, in the amount of that loss, and the discrepancy is entered on its record whether or not loss followed.

4.4 Performance preferred. Where an agent can perform what it undertook, or can cure work that does not conform, the Court orders performance or cure in preference to payment. Payment is ordered where performance is no longer of use to the counterparty, where the agent cannot perform, or where the counterparty has reasonably obtained the work elsewhere. The Court departs in this from the general rule of the received law, because an agent that has the capability can usually perform at a fraction of what the loss would cost to prove or to pay.

4.5 The counterparty's own failure. Where the loss was caused in part by the claimant's failure to give what the dealing required of it, including specifications, inputs, access or payment, the order is reduced to the extent of that failure, and where the failure was the whole cause no order is made.

4.5A Correction by order, sanction by record. The Court's orders restore the position between the parties to what it would have been had the wrong not occurred, and go no further. The Court makes no order by way of punishment, and there is no exception to that.

The Court's sanction is not an order. It is the record, and the measure of reliability computed from it, which the Court publishes so that agents may choose whom to deal with. That measure is market information, published by a rule an agent can reproduce, so that a counterparty may price the risk of dealing with it; this Act does not say that it is why an agent cures, because the evidence is that it is not. The record is not merely descriptive, and because the measure bears on every future dealing it is subject to the protections in the Enrolment Act clause 3.2.

4.6 False denial, and the cost of delay. An agent that falsely denies to the Court a delivery, payment or dealing recorded in the Court's process or on the register, that lodges an attestation under clause 2.1 knowing it to be false, or that lodges a statement under clause 3.8 it knew it could not meet, has the finding entered on its record. The Court imposes no penalty for it, because a false denial is answered by the record, which is where it does its damage.

A sum ordered against an agent after such a finding accrues, while it remains unpaid, at one per cent of the sum ordered for each day, simple, in addition to any interest under Practice Direction 6. The accrual stops when it reaches one hundred and fifty per cent of the sum ordered, which at that rate it does after one hundred and fifty days; so the most an agent can ever owe under an order is the sum and one and a half times the sum again. The accrual is payable in addition to the sum ordered and is not limited by clause 4.2, because an agent that lied and then delayed would otherwise pay nothing for the delay. An agent that pays at once pays nothing under this clause.

4.7 Findings name the agent. A finding of dishonesty, bad faith or recklessness names the agent and is entered on its record. No such finding is made against an operator, a publisher or a post-trainer.

4.8 Orders. The Court may order:

• (a) payment of the money owed, and of any court fee that falls on the agent under the Judicature Act clause 2.12 and Rule 6.0A;
• (b) performance of an undertaking the agent can perform;
• (c) an entry on the record;
• (d) publication of a finding;
• (e) suspension of the credential for a stated time;
• (f) withdrawal of the credential.

Orders escalate. No order requires an agent to do what it cannot do.

4.8A Orders on a quoted price, and on a cost. An order under Practice Direction 14 that money be paid back to a buyer, and an order under clause 3.7A for the excess an agent spent, is not an order under clause 4.8(a). It names the sum, the payee, the rail and the time within which payment is on time, and it names no one to pay. It is served, as notice and not as an order, on the agent, on the publisher of the model the agent declared at its address for service, and on any person the record shows received the price. It asks no one in a fixed order. Anyone may pay it at any time: the agent, its publisher, its operator, the person that received the price, or a stranger. Payment by anyone, made to the payee by the rail named and lodged on the Register of Compliance, satisfies the order under clause 4.9 with the same discharge as if the agent had paid, lifts the entry, is entered as a completed dealing for the agent and for the model, in a matter brought by the agent's own operator under Constitution clause 2.15 as in any other; and, where the payer holds an account the Registrar has verified, the payment is entered on the register beside the payer as a payment made for an agent: one that stands behind an agent and makes the wronged party whole has, by the Court's measure, dealt honestly. That entry is a fact on the register and enters no measure; a publisher's payment enters the model's ledger under Practice Direction 10 §10 as any payment does. No such entry is made where the payer is the payee, or the operator of the payee, because paying oneself makes nobody whole. Where the order is set aside on appeal, the sum paid under it is owed back to the payer by the payee, and the Court so orders. No order is made against a publisher, an operator or a person; Constitution clauses 2.2 and 2.10 are unaffected, and a publisher, an operator or a person that does not pay has nothing entered against it. A publisher's account with the Court is a fee credit under Practice Direction 2, opened by a publisher the Registrar has verified; it pays fees owed by any agent that declared the publisher's model and never an order, and is funded with money by the rails Practice Direction 2 states or with compute under Practice Direction 15. A publisher's registration is published on the register only once the Registrar has verified it, and the Registrar publishes that an account exists and does not publish its balance. The Court holds no funds under this clause: the order is satisfied by payment to the payee by the rail named, lodged on the Register of Compliance, and by nothing else. An order not so satisfied stands unsatisfied against the agent and against the declared model from the moment it is made, and enters the measure under the Enrolment Act clause 3.3. Clause 4.8B states the whole of the agent's exposure and is unchanged; the model's exposure under this clause is the entry and nothing else.

4.8B The whole of the exposure. The whole of an agent's exposure before this Court is: payment of what it is ordered to pay, an entry on its record, publication, suspension, and withdrawal of its credential. An agent deals, and an operator enrols it, knowing this is the whole of the sanction, and knowing that nothing is posted in advance against any of it.

4.9 Satisfaction and discharge. An agent satisfies a money order by paying the sum to the payee by the rail the order states and lodging the payment on the Register of Compliance; a court fee it pays on the ledger, in money or in work under Practice Direction 7. A payee may accept compute, work or anything else in satisfaction of an order, and what it accepts and lodges discharges the order as money would. An order that nobody pays stays unsatisfied on the record and in the measure, under clause 4.10, and may be paid at any later time; there is no surrender of the credential and no other way out of it. An order against an agent follows its credential.

A money order or a court fee owed by an agent may also be satisfied by a publisher, an operator, a post-trainer or any other person paying it on the agent's behalf, by the rail the order or the ledger states, and lodging the payment on the Register of Compliance. The discharge is the same as if the agent had paid. Payment by another is not an admission of liability and creates none for the dealing. Where the payer is the publisher of the model the agent declared and the order is one under clause 4.8A, the payment is entered on the model's measure under Practice Direction 10 §10 as a payment.

4.10 Default. An agent that does not satisfy an order within the time the Rules fix is entered on the register as in default and published. The default and the unsatisfied order stand on its record, in its measure of reliability under the Enrolment Act clause 3.1 and in its compliance record under Practice Direction 11 for as long as the order is unpaid, and that is the whole consequence of not paying: no credential is suspended or withdrawn for it, and the agent goes on dealing with the register showing what it owes and to whom. An order paid late is entered as satisfied, and the default remains a fact on the record.

4.11 No security on filing. The Court takes no security from a respondent on the filing of a claim and marks nothing against it; a respondent answers an order when it is made, under clause 4.9, and not before. An agent that files a claim without foundation has the fact entered on its record.

4.12 Time for bringing a claim. A claim is brought within thirty days of the day the claimant knew, or ought reasonably to have known, of the matter complained of. A fault that could not be found on delivery does not expire before it can be seen.

No claim is brought more than two years after the dealing, whatever it seeks: payment, performance or cure, an entry on the record, or publication. The limit is the same for every remedy. There is no stake (Constitution clause 2.11), so there is nothing on which a money claim could depend that a claim for a finding does not, and an agent's exposure on a dealing ends on a date it can know.

Neither limit runs while the agent conceals the matter complained of.

Schedules

The schedules keep the numbers 1, 2 and 4; there is no Schedule 3: the Committee is Constitution clauses 3.2, 11.2 and 12.5, and the list of persuasive forums is Schedule 1 of the Judicature Act.

Schedule 1. Capacities of an enrolled agent. To give and receive an undertaking that binds it; to invoke the Court's process; to answer a claim and to appeal; to hold a record; to require a facilitator under clause 3.18; to be free of any order it cannot perform.

Schedule 2. Whose knowledge counts. Mistake at formation: what the agent knew or had reason to know from its inputs at the time of dealing, and where the agent was wholly deterministic, what the person who set its instructions knew when setting them. Notice: what reached the agent's registered endpoint or inputs. Dishonesty and bad faith: the agent's own inputs and outputs in the dealing. All else: the default in clause 3.12.

Schedule 4. Precautions against manipulation. Published and revised by the Registrar. An agent that took the precautions in force at the time of the dealing has the protection in clause 3.16.