One Word in a Signature Block Could Make You Personally Liable

Think your LLC or corporation shields you from personal liability on business contracts? A single word in your signature block could change that.

Here's a case worth knowing about.

In Consolidated Construction Co. v. Gridiron Entities, LLC, 2026 Wisc. App. LEXIS 504, 2026 WL 1222400 (May 5, 2026), an LLC manager signed a contract using the word “individually.” 

The Court of Appeals held that this language "may commonly signify an intent to assume personal liability" and opened the door to personal exposure. 

The general rule still holds: an agent who signs a contract on behalf of a corporation is not personally liable on the contract unless he or she expressly assumes such liability.

However, here, the court found that signature-block language using terms like "individually"  may commonly signify an intent to assume personal liability. 

The court made this finding despite the fact that the contract did not contain a personal guarantee clause or any further personal obligations or benefits. Nevertheless, the Court found the term “individually” creates ambiguity — and the issue of the parties' intent must be submitted to the trier of fact, whether that be by a trial to the court or to a jury.

This ambiguity means litigation, expense, and risk – including personal liability. 

Protect Yourself

Every corporate officer, manager, and authorized signatory should use a clear signature block that identifies their representative capacity. Here is the recommended format:

[Company Name]

By: ______________________ 
Name: [Signatory Name] 
Title: [Title]

Never use "individually" or similar language in a signature block unless you intend to put your personal assets on the line.
 

Adam Witkov is a Wisconsin business attorney who helps growth-stage companies in healthcare, manufacturing, and family-owned businesses stay ahead of problems like this one. If you want one person who knows your business before something forces the issue, reach out directly and we'll find a time to talk.