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(Construction Claims Advisor: Vol. 24, Iss. 9, June 1, 2026)
Consolidated Construction Co., Inc. v. Gridiron Entities, LLC and Brian Johnson
Court of Appeals of Wisconsin
Case no.: 2025AP1475
Date filed: May 5, 2026
Overview
A company head unwittingly put himself in personal financial jeopardy by signing a signature block that referred to him “individually.” The rest of the agreement consistently referred to the contracting party as an LLC.
Background
Gridiron Entities LLC entered into an agreement with Consolidated Construction Co. Inc. for design and other construction services for a new hotel Gridiron was developing. Gridiron Entities was a limited liability company whose managing member was Brian Johnson.
Consolidated’s proposal, which became the services agreement, referred only to Consolidated Construction and Gridiron Entities as the contracting parties. There was no mention of Brian Johnson, although an attachment named him as a project “contact.” Consolidated electronically transmitted the proposal to Gridiron. The signature block read:
ACCEPTED BY: Gridiron Entities, LLC
BY: [Johnson’s signature]
Brian Johnson
Individually and Managing Member
Brian Johnson signed the contract electronically. Consolidated Construction later alleged that Gridiron had failed to pay for $190,411 in services and sued Gridiron Entities and Brian Johnson individually for the nonpayment, contending Johnson had expressly signed the contract in his individual capacity. The Outagamie Circuit Court agreed and granted summary judgment in favor of Consolidated in its claim against Brian Johnson individually. Johnson appealed.
The Ruling
The Court of Appeals of Wisconsin acknowledged that signing a contract “individually” generally indicates personal liability on the contract. The language in the signature block was inconsistent with the body of the contract.
“The main body of the design services contract referred only to Consolidated Construction and Gridiron Entities as contracting parties, and did not mention Johnson at all. Johnson was listed as a ‘contact’ for the project on an attachment to the contract, and he initialed that attachment and another attachment to the contract under the designation “as authorized (Owner).”
The court ruled that the contract was ambiguous. “Given the contradictions between the signature block and the body of the contract and its attachments, we conclude that the contract as a whole is ambiguous.... Predicating Johnson’s liability on a single word in the signature block ignores the context of the contract as a whole, as well as the fact it was Consolidated Construction that added that word to the signature block.”
At trial, Johnson had proffered an affidavit describing the negotiations of the contract and the absence of any mention of Johnson’s personal guarantee or financial resources. The trial court, however, refused to consider this evidence because it was extrinsic to the written agreement. Given the contract's ambiguity, this was an error. The appellate court reversed the summary judgment and remanded the matter to the trial court.
Conclusion
The individual defendant is not in the clear yet. Bolstered by extrinsic evidence, he must persuade the trial court that the overall intent of the agreement was to have the LLC alone obligated on the contract. Standing in the way is the problematic word “individually.”
Practical Takeaway
Individuals acting on behalf of any business association, corporation, LLC, partnership, etc., must be diligent and consistent. Anything bearing their name should clearly indicate they are acting as a duly authorized representative of the business. This is true not only of contractual documents, but also of all correspondence and communication.
Participants: No attorneys of record listed.
Before: Judges Stark, Hruz, and Gill
Opinion by: The full court.
Outcome: Summary judgment reversed; matter remanded.
Please click here to read the complete opinion.
Sponsored Subcontractor Pass-Through Claim Addressed
Excerpt here for Third test.
Paul Levin