Legal Question in Business Law in California

Re: Liability of Corporation Owners

You would essentially have to show that he mingled his finances with those of the corporation. Otherwise, the liability would be the corporation's and not his. Such protection from personal liability is the reason we have corporations, and it is not easily overcome.

Re: Liability of Corporation Owners

If the agreement was clear that it was also with him personally and he agreed to personal liability, or if the corporate veil was pierced because he didn't respect the corporate form.

Re: Liability of Corporation Owners

There are some cases that hold that signing over the name of a corporation is not sufficient, in itself, to bind the corporation and avoid personal liability. If the signature block said "_____________ , president of XYZ Corporation," that might bind him personally. The preferred signature format for corporate officers that best avoids possible personal liability is "XYZ Corporation, by _____________________, its President."

I cannot assure you that the older cases rigidly applying the signature rules will still hold up. There is a tendency for judges to say, "Well, yeah, but it's clear to me what the parties intended here!" and to rule for the guy who signed carelessly.

One possible key would be whether it is quite clear from the agreement that the duties were to be performed by the corporation, not the officer personally. Another factor that might be given weight is which party drafted the contract - it will be interpreted against the author in close cases.

Suggestions of finding the individual liable based on piercing the corporate veil or any kind of corporate mismanagement are entirely separate and apart from issues related to the way the contract was signed. I am stressing the latter because this seems to be what you're asking about, but the prior two answers are not incorrect, they just seem to answer a question you didn't ask.