What Exactly is a Seal?
What a seal is, and the history behind sealing documents, can be a bit murky. When the English world was, for example, looking for something written on a contract, a seal was placed upon it because it was a recognized indication of authenticity. Because people could not read or write very well, in any language, a mark or a recognition of an actual person or representative giving his/her word on the document was given in the form of a seal. This could be anything from a symbol or drawing to merely an imprint of a thumbprint or even a handprint. The purpose of the seal was to indicate that a specific person agreed to the words of the document.
The origin of what is now considered a seal has as it’s root in the Middle Ages, where a seal was known as a "seal of custom" among English nobility. Throughout the years, more and more people began to use a seal so that the signifier of a seal indicated the depth of the written word, even as it gained only symbolic meaning. At that point a seal became virtually synonymous with a signature , although a seal on a written document today is still meant to indicate an agreement by the signer to abide by words printed on the document. A seal is then given its legal significance by statute in the state issuing the document, thus making a seal the official signature of the corporation, acting through its officers, the value of its bonds, bills, notes, or certificates, etc. Generally speaking, a seal is a written mark, symbol, emblem, or the like made upon, or marked in, the document.
While the seal itself disclosed very little about the essence of the agreement within, a seal served to give the meaning of a simple contract the full force of law, and so continues to do today. In fact, in some states, the writing of seal or L.S., (which means "the place for a seal") upon a deed makes a seal upon that deed unnecessary; if it is clear from the context of the document that a seal is intended, under the statutes of such states, the words "locus sigilli" will perfect the seal.
Types of Seals Used Lawfully
When delving into the legal industry, it’s important to understand the different types of seals that are commonly used in law as they are used for many different purposes. In some, but not all cases, seals are used to provide a document with authenticity, or as a way to identify or act as an official representation of an entity.
Common corporate seals are used by businesses and organizations. A common practice is to use an embossed seal when executing a deed. As a deed is a promise in writing, a seal may be applied as the final attestation to a document that has been written down. Having a physical imprint on an official looking document provides a sense of security. If a document is missing a seal, there may be questions as to its validity.
For banks, express authority to speak on behalf of a corporation is typically given through a corporate seal. Banks will also use seals, on banknotes for instance, to provide permanence and in some cases value to a piece of paper. The impression of the seal helps establish authenticity and makes it harder to replicate.
Reserved largely for public officials and notary publics, notary seals are normally round. Like the corporate seal, they’re often pressed into the corner of a document but this time provide evidence of the authenticity of the content of a document. Notary seals will stamp a document but can also emboss it. The embossed seal may be seen as an overreach while the stamp is more versatile as it can be pressed into the side of the document.
With recent innovations in technology, electronic and digital seals are becoming more prevelant. Overall, the aim of electronic seals is to provide the same level of security and authenticity as a physical seal. In order to guarantee the authenticity of a digital document however, a qualified signature is needed.
Legalities of a Sealed Instrument
The legal significance of a seal on a document varies by jurisdiction but generally operates as a means of evidencing the intent of the parties to enter into a binding agreement. In some states, a seal carries with it other implications, such as an extension of the statute of limitations or the imposition of a duty upon the affixing party to enter into the agreement on a formal and public basis.
In addition, if the term and conditions of a contract are contained within a sealed instrument, the contract may become enforceable notwithstanding the absence of consideration, i.e., the so-called seal being a substitute for consideration.
In some jurisdictions, sealing is not an alternative to consideration and in those jurisdictions, a seal does not provide evidence from which to infer that consideration is present. In those jurisdictions, sealing is an evidence of consideration rather than a substitute therefor.
Under modern statutes, a seal being recognized as evidence of consideration would only be effective, at best, to give rise to a rebuttable presumption of its existence. In other words, some other evidence could be introduced in order to demonstrate lack of consideration in the absence of a seal.
When an instrument is sealed, it will most likely impact the conduct and enforcement of the contract. For example, under the laws of some jurisdictions, a sealed instrument would not be terminable, except by an action at law.
Prior to 1942, all deeds and contracts in the United States were required by common law to be sealed. As part of modern law, however, the seal requirement has been abolished. Stated differently, in most states seals are no longer required for contracts and deeds to be valid and enforceable.
In some states, however, a seal may still be used to extend the statute of limitations to allow an aggrieved party additional time to file a lawsuit. If the statute of limitations were originally three (3) years, under some statutes, that time period is extended to fifteen (15) years if the complaint is filed upon a sealed instrument.
Seals – How They are Affixed and Court Accepted
Although the seal itself is applied to the document, it is enough that it be incorporated by reference in the text of the document. However, if the document contains a reference to a seal, that reference must be placed in close proximity to the spaces for signatures of the persons executing the instrument. As an example, the applicable provision of Missouri law provides that "[s]eals may be affixed or printed in ink, or otherwise impressed or made in the instrument or upon paper attached or appended thereto, so as to be a part of the instrument so far as this may be practicable." The Missouri statute further provides that "[a]ll seals made by impression in ink, with or without a wafer, shall be valid in all respects and have the same effect as if made of wax or other material."
The seal may be incorporated into the instrument itself or it may be separate from the instrument and affixed to some other paper appurtenant to the instrument by way of a wafer or sticker. A wafer seal is a piece of paper of any desired size and thickness, on which there is an impression or likeness of the seal, with or without paste or adhesive on its back . Wafer seals are required to be filed with the Secretary of State as part of the public record. The Secretary of State’s website also notes that "[a]ttachments too large of a wafer seal sticker must be stapled, glued or otherwise attached to the filing." The seal must be attached to the paper on all four sides at the same time using either a wafer seal or a sticker, to ensure that the paper cannot be removed without destroying the wafer seal or sticker.
A seal impressed upon a wafer by itself is of no force and effect. An example of waiver seal is:
Affixed or impressed upon the paper, not directly on the document. The requirements of statute may also be satisfied by an embossed seal with no ink, so long as the seal must be impressed, by wafer or otherwise, before being affixed, printed or otherwise impressed upon the instrument. In other words, an embossed seal alone or a colorless printed seal are acceptable marks in many states, so long as it must be affixed by a wafer or otherwise.
Seals Across Jurisdictions
The law with respect to seals differs from jurisdiction to jurisdiction. Some jurisdictions require that certain documents be sealed, but the distinctions are often not intuitive. This can lead to some confusion as parties seek to determine whether or not a seal is required for their contract.
Generally, the United States has chosen to deem seals "funeral relics". Specifically, thanks to the U.S. Supreme Court, the majority of states will uphold a seal’s conclusive evidentiary value as holding a document together, while dismissing the seal’s individual evidentiary value. Others still consider a seal’s additional evidentiary value to be prescriptive as to its content. With respect to this prescriptive evidentiary value, there is a variety amongst jurisdictions.
The island-nation of Australia, for example, maintains a formal requirement of a seal for all deeds. Further, the United Kingdom, Scotland, Canada, and several Municipalities in the United States will uphold a seal’s "word of the legislature" or "seal of the Common Law" prescriptive evidentiary value. The rigorous judicial application of the seal doctrine is often dauntingly long, as such cases are used to establish every possible nuance for each and every context in which a seal may be used.
For instance, in the 1926 Wisconsin case of Waube v. Gray, the court maintained that "[t]he instrument must be sealed, delivered, and then the delivery out of the grantor’s possession." A New York court in the 1833 case of Valentine v. Fox, held that "[t]he act of sealing is a part of the execution of the deed." While a 1944 California case, Farmers’ L. T. & D. Co. v. Henson, specifically held that: "[a]n intention to adopt or recognized oral adoption of a deed does not have the effect of a seal…." Some states, while they do not specifically hold that a signature is a substitutive seal, require a seal be a "wet" signature. With respect to the latter, the Pennsylvania Supreme Court held that a counsel’s initial on a document does not constitute a seal.
Case Law: Seals in Litigation
To illustrate the importance of seals in legal matters, consider the following scenarios:
Roe v. Leaf, 236 AD2d 331, 653 NYS2d 93 (1997)
In this case, a legal services agreement was signed without a seal and cited as a retainer by a client without the signature of a second party. According to the majority decision, the retainer was deemed "null and void" because counsel had failed to obtain the signature and seal of the co-counsel, but the dissent argued that the omissions did not nullify the agreement and mentioned evidence of a course of conduct between all parties to enforce the agreement.
In re Busick, 906 A2d 1041 (Pa. 2006)
In Pennsylvania, an agreement must be under seal to be enforceable for 20 years. In this case, a state statute granted under seal contracts 20-year enforceability so long as they included the specifying language such as "sealed" or "in witness whereof" and were signed by hand. The court also stated that the use of the word "seal," a scroll, or an ink mark did not cure a contract if the rest of the requirements were not fulfilled.
Slauson v. Wilcox et al., 143 U.S. 53 (1892)
A deed that was executed and delivered without a seal could not be enforced against an infant in spite of subsequent ratification because the court found that the deed would pass the estate of the minor without any need for action from the infant’s guardian , despite the condition that the guardian’s consent be obtained. The court referenced the requirement that infant contracts be under seal to be enforceable, and stated that contracts signed under their hands and seals are the only exception to the general rule.
Emry v. Nichols, 4 Ark. 54 (1841)
In this case, the obligee changed the conditions of the original contract, and the obligor ceased to make payments of interest and surrendered the notes to the chief justice with instructions to destroy them. When the obligee demanded a new bond, the obligor refused on the grounds there had been no consideration for it – to which the obligee replied that he had given it for the revocation of the original contract and was not bound to pay interest until the new bond was delivered. The court upheld the contract for $500 and stated that a new bond cannot be legally required because the original was executed under seal and therefore did not legally necessitate a new agreement.
Murray & Newlands Co. v. Morrow et al., 75 Mich. 475, 42 N.W. 187 (1889)
Defendants signed an answer to a bill without a seal, while the bond required a seal. It was held valid because that practice was common in the state and the bond should have been accompanied by a seal.