Extrinsic Evidence Rule-Corporate Officer Liability

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WI Court of Appeals – District III

Case Name: Consolidated Construction Co., Inc v. Gridiron Entities, LLC

Case No.: 2025AP001475

Officials: Stark, P.J., Hruz, and Gill, JJ.

Focus: Extrinsic Evidence Rule-Corporate Officer Liability

Consolidated Construction sued both Gridiron Entities and Johnson after the company failed to pay for hotel design services. Although the contract’s main body identified only the company and Consolidated Construction as parties, the signature block stated that Johnson signed “Individually and as Managing Member.” The circuit court ruled this language unambiguously imposed personal liability on Johnson and entered judgment against him for about $190,000.

The Court of Appeals found that the contract, read as a whole, was ambiguous regarding Johnson’s personal liability, contained no personal guaranty clause, imposed no separate obligations on Johnson, and otherwise referred to him only as a company contact or authorized representative. While the word “individually” could suggest personal liability, other provisions indicated that only Gridiron Entities was agreeing to the contract.

Because Wisconsin law generally shields corporate agents from personal liability unless they expressly assume it, and because ambiguous contracts require consideration of extrinsic evidence, the court found summary judgment was improper and remanded the case for further proceedings to determine the parties’ actual intent regarding Johnson’s liability.

Reversed and remanded.

Decided 05/05/26

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