Consolidated Construction Co., Inc v. Gridiron Entities, LLC

COURT OF APPEALS
DECISION NOTICE
DATED AND FILED This opinion is subject to further editing. If
published, the official version will appear in
the bound volume of the Official Reports.
May 5, 2026
A party may file with the Supreme Court a
Samuel A. Christensen petition to review an adverse decision by the
Clerk of Court of Appeals Court of Appeals. See WIS. STAT. § 808.10 and
RULE 809.62.

Appeal No. 2025AP1475 Cir. Ct. No. 2024CV790

STATE OF WISCONSIN IN COURT OF APPEALS
DISTRICT III

CONSOLIDATED CONSTRUCTION CO., INC,

PLAINTIFF-RESPONDENT,

V.

GRIDIRON ENTITIES, LLC,

DEFENDANT,

BRIAN JOHNSON,

DEFENDANT-APPELLANT.

APPEAL from a judgment of the circuit court for Outagamie County:
MARK J. McGINNIS, Judge. Reversed and cause remanded with directions.

Before Stark, P.J., Hruz, and Gill, JJ.

Per curiam opinions may not be cited in any court of this state as precedent

or authority, except for the limited purposes specified in WIS. STAT. RULE 809.23(3).
No. 2025AP1475

¶1 PER CURIAM. Brian Johnson appeals from a money judgment
entered upon summary judgment in a contract action brought against him and
Gridiron Entities, LLC, by Consolidated Construction Co., Inc. Johnson contends
that the circuit court erred when it determined—based solely upon language in the
signature block of a contract between Consolidated Construction and Gridiron
Entities—that Johnson was personally liable for any damages owed to Consolidated
Construction by Gridiron Entities. We conclude that the contract as a whole was
ambiguous with respect to Johnson’s personal liability. We therefore reverse the
judgment against Johnson and remand with directions, as set forth below.

BACKGROUND

¶2 Consolidated Construction entered into an agreement to provide
design services to Gridiron Entities for a proposed hotel. Johnson served as a
Managing Member of Gridiron Entities.

¶3 The main body of the design services contract referred to only
Consolidated Construction and Gridiron Entities as contracting parties, and it 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).” However, Johnson
signed the contract in the following signature block:

ACCEPTED BY: Gridiron Entities, LLC

BY: [Johnson’s handwritten signature]
Brian Johnson
Individually and as Managing Member

DATE: 8/2/23

2
No. 2025AP1475

¶4 After Gridiron Entities failed to make required payments for services
rendered under the contract, Consolidated Construction sued both Gridiron Entities
and Johnson. Prior to discovery, Consolidated Construction moved for summary
judgment against Johnson, asserting that Johnson had agreed to accept personal
liability for Gridiron Entities by signing the contract in his individual capacity.

¶5 In response to the summary judgment motion, Johnson denied that he
was a party to the contract or had ever intended to be held personally liable for
Gridiron Entities’ performance on the contract. Johnson filed an affidavit with
accompanying materials averring, among other things, that: (1) another Gridiron
Entities employee was involved in negotiating the terms of the contract; (2) no one
ever communicated to Johnson that he was to be individually responsible for the
contract; (3) Consolidated Construction never asked for Johnson’s personal
financial information while the contract was being negotiated; and (4) Consolidated
Construction sent the proposed contract to Johnson, and he signed it electronically.

¶6 The circuit court did not consider the extrinsic evidence of Johnson’s
intent set forth in Johnson’s affidavit because it concluded that the inclusion of the
word “individually” in the signature block constituted an unambiguous assumption
of personal liability by Johnson.1 The court granted Consolidated Construction’s
summary judgment motion and entered judgment against Johnson in the amount of
$190,411.66. Johnson appeals.

1
As Johnson correctly points out, any consideration of the collectability of the judgment
against Gridiron Entities might go toward the question of piercing the corporate veil, but it has no
bearing on the construction of the contract.

3
No. 2025AP1475

DISCUSSION

¶7 This court reviews summary judgment decisions de novo, applying
the same legal standard and methodology employed by the circuit court. Palisades
Collection LLC v. Kalal, 2010 WI App 38, ¶9, 324 Wis. 2d 180, 781 N.W.2d 503.
We examine the parties’ pleadings and submissions to determine whether there are
any material facts in dispute that entitle the opposing party to a trial. Lambrecht v.
Estate of Kaczmarczyk, 2001 WI 25, ¶24, 241 Wis. 2d 804, 623 N.W.2d 751; WIS.
STAT. § 802.08(2) (2023-24).

¶8 We construe contracts to achieve the parties’ intent, giving terms their
plain and ordinary meaning. Goldstein v. Linder, 2002 WI App 122, ¶12, 254
Wis. 2d 673, 648 N.W.2d 892. If the words of a contract convey a clear and
unambiguous meaning, our analysis ends. Id. If the contract language may be fairly
construed in more than one way, however, we may look to extrinsic evidence to
determine the parties’ intent. State ex rel. Massman v. City of Prescott, 2020 WI
App 3, ¶14, 390 Wis. 2d 378, 938 N.W.2d 602 (2019).

¶9 In determining whether a contract is ambiguous, we read the contract
as a whole so that a small part is not taken out of context. Id., ¶15. We will attempt
to harmonize any contradictory provisions, but if it is impossible to do so, we must
decide which provision should be given effect. Id. Additionally, under the cannon
of contra proferentem, ambiguous terms may be construed against the drafter of a
contract. Walters v. National Props., LLC, 2005 WI 87, ¶¶13-14, 282 Wis. 2d 176,
699 N.W.2d 71.

¶10 The purpose of limited liability is to promote commerce by allowing
shareholders to make capital contributions to corporations without risking all of
their personal wealth. Consumer’s Co-op v. Olsen, 142 Wis. 2d 465, 474, 419

4
No. 2025AP1475

N.W.2d 211 (1988). Accordingly, the general rule is that 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. Benjamin Plumbing, Inc. v. Barnes,
162 Wis. 2d 837, 850, 470 N.W.2d 888 (1991).

¶11 Consolidated Construction argues that the use of the word
“individually” in the signature block expressly conveys Johnson’s assumption of
personal liability. We agree that signing a contract by using the word “individually”
may commonly signify an intent to assume personal liability. Here, however,
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 that it was Consolidated
Construction that added that word to the signature block. The contract contains no
personal guarantee clause and does not set forth any other personal obligations or
benefits for Johnson. The attachments to the contract refer to Johnson as a
“contact”, and as an “as authorized (Owner)” for Gridiron Entities, not as a personal
guarantor. Furthermore, we note that the signature block itself begins with
“ACCEPTED BY: Gridiron Entities, LLC,” which indicates that entity as being the
only one agreeing to its terms.

¶12 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 and that extrinsic evidence is necessary to determine the parties’ intent
regarding Johnson’s assumption of personal liability for Gridiron Entities. If the
parties did not intend for Johnson to assume personal liability, then the designation
in the signature block that Johnson was signing the contract “individually” should
not be given effect.

5
No. 2025AP1475

¶13 Summary judgment cannot be granted when a contract is ambiguous
and the intent of the parties is in dispute. Energy Complexes, Inc. v.
Eau Claire County, 152 Wis. 2d 453, 466-67, 449 N.W.2d 35 (1989). We therefore
reverse the judgment against Johnson and remand with directions that 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.

By the Court.—Judgment reversed and cause remanded with
directions.

This opinion will not be published. See WIS. STAT.
RULE 809.23(1)(b)5. (2023-24).

6