Full-Service Law Firm solving complex challenges through bold thinking, precise execution, and shared purpose.

Full Service Law Firm | Michael Best & Friedrich LLP

Specializing in the Intersection of Business &amp; Government

Meet our team of trusted advisors, strategic thinkers, and community builders dedicated to client success.

Learn about our full-service legal and business solutions, designed to address complex challenges for leading organizations across industries.

Access thought leadership, news, and resources to stay informed about the latest trends, legal developments, and industry innovations.

Discover how partnership, bold thinking, and precise execution drive results for clients nationwide.

Explore how our national reach and local expertise support clients across the United States and beyond.

Grow at a firm designed to bring out your best.

Think your LLC or corporation shields you from personal liability on business contracts? A single word in your signature block could change that.<h3>Here's a case worth knowing about.</h3>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.”&nbsp;The Court of Appeals held that this language "may commonly signify an intent to assume personal liability" and opened the door to personal exposure.&nbsp;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"&nbsp; may commonly signify an intent to assume personal liability.&nbsp;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 —&nbsp;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.&nbsp;<h2>Protect Yourself</h2>Every corporate officer, manager, and authorized signatory should use a clear signature block that identifies their representative capacity. Here is the recommended format:<blockquote>[Company Name]By: ______________________&nbsp; Name: [Signatory Name]&nbsp; Title: [Title]</blockquote>Never use "individually" or similar language in a signature block unless you intend to put your personal assets on the line. &nbsp;<a href="https://adamwitkov.com/" target="_blank" rel="noopener noreferrer">Adam Witkov</a> 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.&nbsp;<div class="passle-featured-image passle-featured-image-position-bottom"><img src="https://images.passle.net/fit-in/400x400/filters:crop(0,220,2115,1187)/Passle/5f6edd8e8cb62a0bec3e5fd2/SearchServiceImages/2026-06-25-13-42-17-796-6a3d3039081a9be766331d01.jpg" alt="Featured Image" /></div>

One Word in a Signature Block Could Make You Personally Liable

Related People

Related Capabilities

You may also be interested in these

What Does Outside General Counsel Actually Mean?

Michael Best Recognized in BTI Client Service A-Team 2026

Drafting Under Fire: Cases Shaping IP Licensing and Enforcement Rights