Navigating Corporate Liability: Lessons from Xiao v ACT

May 17, 2023


The importance of understanding the distinction between personal and corporate liability cannot be overstated. Missteps in the execution of contracts can lead to unexpected personal liability, as demonstrated in the case of Xiao v ACT Commercial Builders Pty Ltd [2023].

Xiao v ACT – Background of the Case

In this dispute, the fundamental issue lay in the ambiguity of who was liable under a contract for the fit-out of a restaurant — was it Mr Xiao as an individual, or the company of which he was a director, BBSJ Partners Pty Ltd?

The Court’s Verdict

Chief Justice McCallum found Mr Xiao personally liable. The verdict hinged on the fact that Mr Xiao did not overtly indicate he was signing on behalf of a company, leading to an interpretation that he had entered into the contract as an individual.

Importance of Clarity in Contract Execution

This case highlights the vital role of clarity when signing contracts. When signing on behalf of a company, ensure your capacity is unambiguous, clearly stating that you represent the company.

Personal vs Corporate Liability

Understand the ramifications of how you sign a contract. Signing as an individual means personal liability, while signing on behalf of a company usually denotes corporate liability.

Lessons from Xiao v ACT:

The Xiao v ACT Commercial Builders Pty Ltd [2023] decision serves as a reminder to adhere strictly to the Corporations Act 2001 (Cth) when executing contracts. It’s crucial to provide clear, unambiguous details and seek legal advice if you’re uncertain.

Tips to Avoid Personal Liability

To prevent similar predicaments, always specify your role and the company when signing, understand the fine print, and consult a legal expert if in doubt.


This case is a potent reminder of the importance of understanding the difference between personal and corporate liability. The way you sign a contract directly impacts who is responsible for fulfilling its terms.

Remember, the way contracts are signed directly impacts who is responsible for fulfilling the terms. Always be clear to avoid potential legal disputes. 

If you need assistance, don’t hesitate to contact us. We’re here to help! 



What is the difference between personal and corporate liability?
Personal liability refers to an individual’s responsibility, whereas corporate liability refers to a company’s legal obligations.

How can I avoid personal liability when signing a contract on behalf of a company? Always specify your role and the company you represent when signing a contract. Be clear and avoid any ambiguity.


What implications does the Xiao v ACT Commercial Builders Pty Ltd [2023] case have on future contract signings?
The case underscores the importance of explicitly stating your capacity when signing contracts. Failure to do so can lead to unexpected personal liability.

What is the role of the Corporations Act 2001 (Cth) in contract execution?
The Corporations Act 2001 (Cth) provides guidelines on how a company should execute a contract, typically requiring two directors or a director and a company secretary to sign.

Should I seek legal advice before signing a contract?
Yes, if you’re unsure about any aspect of a contract, seek legal advice before signing. Misunderstandings can potentially result in personal liability for a company’s obligations.


The material contained in this publication is of a general nature only and it is not, nor is intended to be, legal advice.


AMK Law acknowledges the Traditional Owners of the land on which we are fortunate to live and work. We pay our respects to Elders, both past and present and further acknowledge the important role that Indigenous people continue to play within our communities.

Book Your Appointment

Related Articles

Law and Balance: Wellness Advocate of the Year

In Australia’s legal profession, the pressure starts early, right from the moment you step into law school, where long hours and high stress seem to be part of the curriculum. This culture can really weigh on a person’s wellbeing. Amid this intense environment,...

Privilege Under Pressure: Insights from the Optus Case

A Shifting Legal Landscape Today's businesses are under constant threat from cyber attacks, making it increasingly important to understand how they can legally protect their private conversations. Legal professional privilege is a fundamental rule that keeps the...