196:, the common law courts originally recognised only wax seals, but this requirement was gradually relaxed. By the 20th century a small circle of red adhesive paper affixed to the document in question was sufficient when an individual had to use a seal (most commonly on a contract for the sale of land), although the courts also held that a circle containing the letters "L.S." was adequate.
234:, the common law originally required that all contracts made by such a body had to be made under seal, whether they were deeds or not. This rule was gradually eroded away, for example being abolished in respect of companies by the Companies Acts in the first half of the twentieth century, but until 1960 remained in force for other corporations. It was abolished by the
313:, and reflects the evolution of modern contract theory from classical contract theory. It has been noted that "about two-thirds of the states have now adopted statutory provisions depriving the seal of its binding effect," although several important jurisdictions, such as New Jersey and Wisconsin, have retained the concept.
300:
Impressions directly on the paper were recognized early and are still common for notarial and corporate seals, and gummed paper wafers have been widely used. In the absence of statute, decisions have divided on the effectiveness of the written or printed word 'seal', the printed initials 'L.S.' ...,
417:
This was one of the last surviving rules giving special significance to sealed contracts in some jurisdictions that had abolished or greatly reduced the significance of seals. The 1925 opinion in
Crowley v. Lewis, 239 N.Y. 264, 146 N.E. 374 explains one reason the courts were not eager to dispense
245:
removed the requirement for a company to have a common seal at all, and made provision for those documents which had previously needed to be executed under seal, such as deeds, to instead be executed by officers of the company. However companies can still have and continue to use seals to execute
131:
The rationale for this special treatment of sealed contracts can be understood in terms of the legal formalities that are associated with sealing a document with a wax seal. Firstly, the following of the legal formality of affixing a seal to a document was evidence of the existence of a contract.
140:
are not generally enforceable in the same way as contracts: there is a concern that donative promises are sometimes made under pressure (for example, from family members) without adequate deliberation, which explains why a requirement for the legal formality of the seal might substitute for
52:
jurisdictions, a contract which was sealed ("made under seal") was treated differently from other written contracts (which were "made under hand"), although this practice gradually fell out of favour in most of these jurisdictions in the 19th and early 20th century. The legal term
20:
502:
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Secondly, the need to use a seal – widely known to have legal significance – served to impress upon the parties the significance of the agreement being made. This element of deliberation is important in the context of many
68:
Originally, only a wax seal was accepted as a seal by the courts, but by the 19th century many jurisdictions had relaxed the definition to include an impression in the paper on which the instrument was printed, an
141:
consideration to give enforceability to donative promises. Thirdly, the following of the legal formalities through the use of a seal demonstrated beyond doubt that a legal transaction was intended by the parties.
427:
See, e.g., 42 Pa.C.S. § 5529(b), allowing a twenty year period within which to bring an action to enforce an instrument under seal instead of the four years that would otherwise apply under
Pennsylvania
116:(value) in a contract. This reflects classical contract theory, in which consideration was viewed as a formal aspect of a contract, so that a seal could be considered an alternative form. A seal was not
246:
deeds if they wish, in which case the seal has to be engraved (i.e., a seal which leaves an impression on the page, not printed or a wafer facsimile) and to bear the name of the company.
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was generally contemporaneous with reduced distinctions given to sealed contracts. This trend can be seen as a parallel of the courts' modern relaxation of their interpretation of the
499:
483:
208:
329:
statute, it is likely the parties viewed the seal as making the contract enforceable, much as the nominal consideration of $ 1 would have under classical contract theory.
687:
See NJSA 2A:14-1, 2A:14-4, 2A:25-1, and most importantly, 2A:82-3. See also Wis. Stats. 891.27, Bradley Bank v. Tomahawk Pulp & Paper Co., 242 N.W. 505 (Wis. 1932)
144:
In addition to these three abstract reasons, there may also have been a more practical reason, namely that the object used to imprint the wax, usually an engraved
615:
596:
418:
with this rule, as "many times the seal must have been used for the express purpose of relieving the undisclosed principal from personal liability".
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Some other corporations (which are not companies registered under the
Companies Acts) are still required to have and use seals. For example, the
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and replaced seals with the requirements that the document had to explicitly state that it was being executed as a deed, and had to be
557:
438:
212:
644:, Property Advisers to the Civil Estate Central Advice Unit Information Note 19/99, August 1999, Office of Government Commerce. Also
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564:, Office of Public Sector Information. This provision has now been replaced by sections 44 and 45 of the Companies Act 2006 (ibid)
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280:. Therefore, where a corporation sole has to execute a deed, it continues to have to do so by the use of an official seal.
238:. Normal contracts (i.e. not deeds) can now be made by a corporation in the same way as they can be made by an individual.
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Notwithstanding their reduced significance, seals are still used on contracts, usually in the impression on paper form.
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Besides substituting for consideration, other consequences of the seal that, at least historically, have held include:
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subsequent modifications to a sealed contract were not binding except where the modifications were also under seal.
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has had special legal significance at various times in the jurisdictions that recognise it. In the courts of
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made by a private individual had to be sealed to be validly executed was finally abolished in 1989 by the
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148:, identified its owner, thereby providing evidence that the owner of the seal was party to the contract.
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an instrument under seal may also enjoy a longer statute of limitations within which it may be enforced.
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even payment did not discharge a sealed contract, if the instrument itself was not physically destroyed.
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of consideration (courts have varied in their opinions of whether this presumption was
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128:). See, e.g., Marine Contractors Co. Inc. v. Hurley, 365 Mass. 280, 285-86 (1974).
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Section 36A of the
Companies Act 1985 as inserted by the Companies Act 1989 – see
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Also, the changes relating to deeds which were introduced in 1989 do not apply to
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as in force today (including any amendments) within the United
Kingdom, from
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a scrawl made with a pen (often called a 'scroll') and a recital of sealing.
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made with a pen, or the printed words "Seal" or "L.S." (standing for the
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The
Execution of Deeds and Documents by or on behalf of Bodies Corporate
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as originally enacted (Office of Public Sector
Information). See also
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requires the college to have a common seal, as does that of the
657:, Law Commission Report No 253 (1998), paragraphs 4.23 to 4.28.
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Wright & Son Ltd v
Romford Borough Council (1957) 1 QB 431
31:
696:
Ind. Code §26-1-2-203; I.C. §26-1-2.1-203; I.C. §34-37–1-2
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This rule no longer exists in any common law jurisdiction.
399:, Fuller and Eisenberg (2001), Seventh Edition, Appendix C
175:) could not be connected to the contract if it was sealed.
455:(1985), as "a meaningless exercise" (paragraph 4.2).
484:
Law of
Property (Miscellaneous Provisions) Act 1989
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First
National Securities Ltd v Jones (1978) Ch 109
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Transfer of Land: Formalities for Deeds and Escrows
209:
Law of Property (Miscellaneous Provisions) Act 1989
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was not permitted as a defence to a sealed contract
584:, now section 45 of the Companies Act 2006 (ibid))
211:. The Act implemented recommendations made by the
538:Text of the Corporate Bodies' Contracts Act 1960
321:(1861), which is widely cited as an example of
292:, wax seals were never expressly required. The
120:a type of consideration, but rather raised a
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108:, a seal was widely recognised by courts in
573:Section 350 of the Companies Act 1985 (see
575:text of the 1985 Act as originally enacted
369:, Fuller (1941) 31 Col LR 799, quoted in
171:not designated as such in the contract (
73:paper wafer affixed to an instrument, a
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112:jurisdictions as removing the need for
594:Royal College of Nursing Royal Charter
305:The relaxation of the definition of a
437:A process which was described in the
387:(2007), Oxford University Press. p133
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527:Corporate Bodies' Contracts Act 1960
500:section 43 of the Companies Act 2006
236:Corporate Bodies' Contracts Act 1960
494:For companies registered under the
213:Law Commission of England and Wales
183:Position in different jurisdictions
16:Legal effect of impressing a symbol
634:Contracts - Under Hand or by Deed?
96:Legal significance in contract law
23:German "L.S." mark from 1687, for
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667:Restatement of Contracts (Second)
294:Restatement of Contracts (Second)
89:meaning "place of the seal").
498:the relevant provision is now
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373:Contract Cases and Materials
61:used throughout history for
678:Fuller and Eisenberg (ibid)
203:rule which required that a
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349:Formalities in English law
65:(among other purposes).
255:Royal College of Nursing
383:, Beale, Bishop &
367:Consideration and Form
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443:Working Paper No 93,
323:nominal consideration
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532:2009-12-08 at the
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451:2015-09-23 at the
397:Basic Contract Law
379:2011-06-04 at the
253:incorporating the
243:Companies Act 1989
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622:, paragraph 47(2)
613:BBC Royal Charter
311:Statute of Frauds
278:Church of England
266:corporations sole
217:Deeds and Escrows
194:England and Wales
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104:reforms in
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339:Great Seal
230:and other
201:common law
126:rebuttable
110:common law
50:common law
228:companies
221:witnessed
169:principal
102:statutory
44:or other
651:Archived
638:Archived
616:Archived
597:Archived
578:Archived
558:Archived
530:Archived
503:Archived
449:Archived
385:Furmston
377:Archived
333:See also
268:such as
136:for why
71:embossed
59:wax seal
42:contract
327:Indiana
288:In the
276:of the
274:bishops
30:In the
118:per se
76:scroll
355:Notes
159:fraud
83:term
81:Latin
669:§ 96
631:See
428:law.
307:seal
241:The
205:deed
199:The
55:seal
37:seal
34:, a
441:'s
272:or
261:.
259:BBC
223:.
192:In
32:law
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167:a
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