One of the perks of corporate structure is the lack of personal liability for officers. But in a recent post on Aeton’s Connecticut Business Litigation Blog, N. Kane Bennett says there are some situations in which that’s just not the case.
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The language at question read: “The signer of this agreement does, by his execution personally and individually undertake and assume full performance,” which the court did not find to have any ambiguity in the obligations, which passed to the president when the company ceased its operations. Kane warns that to avoid this kind of outcome, officers should read contract terms closely and not just the signature line, and ensure that the party to the contract and signature is on behalf of the corporate entity only.
