Key Takeaways

  • A contract under seal is a formal agreement that does not require consideration to be enforceable.
  • Traditionally, contracts under seal had unique legal treatment, including extended statutes of limitations and presumptions of validity.
  • Today, most U.S. states have either abolished or limited the enforceability distinction of contracts under seal.
  • Certain jurisdictions still recognize sealed contracts, especially for deeds and real property transactions.
  • Sealing a contract can impact how courts treat obligations, enforceability, and deadlines to file claims.
  • A seal may influence both the formality and evidentiary strength of a contract, though its practical importance varies by state law.
  • Parties should understand their state’s current stance on sealed contracts before relying on one.

The contract under seal definition describes the contract as one that is "formal" and one that does not require any consideration. A contract under seal has the seal of the signer attached.

Overview of Contracts Under Seal

A contract under seal may also be referred to as a:

  • Common-law specialty
  • specialty contract
  • Covenant
  • Sealed contract
  • Deed
  • Special contract

Contracts under seal must be in writing or in printed form on paper. These are conclusive documents between the parties once they have been signed, sealed, and delivered.

Delivery of the document is made in two ways.

  1. It can be delivered in person and physically handed to the other party.
  2. It can be stated that the document will be in operation even if it is retained and kept in the possession of the party executing it.

There is little similarity between a contract under seal and a standard contract. One that is under seal is a written set of promises deriving their validity from the form alone. Its only requirement is that it be signed, have a seal, and be delivered.

The presence of the word "seal" near the signature or printed form has been enough to create a contract under seal. Also, if the phrase "Locus Sigilli," which means "the place of the seal," or the abbreviation "L.S." appears on the document, this creates a contract under seal.

Contracts under seal usually carry an irrefutable presumption of consideration, which means one party can expect to receive the fulfillment of the obligations of the other party outlined in the contract without any argument.

In some courts, parties consider a sealed document as sufficient even if no seal is present.

Common Uses of Contracts Under Seal Today

Although the formality of contracts under seal has become less common in modern practice, they still appear in particular legal contexts:

  • Real estate transactions and deeds
  • Construction contracts, especially where long-term performance is expected
  • Government contracts, where special procedural rules may apply
  • Loan agreements or promissory notes, particularly those involving long-term repayment
  • Corporate documents, such as board resolutions or certificates

In these instances, the seal may signal heightened formality, legal weight, or extended enforcement rights.

Legal Significance of a Contract Under Seal

A contract under seal historically indicated a more solemn form of agreement, suggesting deliberate intent to be bound. In modern practice, while the legal weight of seals has diminished, executing a contract under seal can still carry specific implications depending on the jurisdiction.

Key legal implications include:

  • Presumption of Validity: Many states consider contracts under seal as inherently valid, removing the requirement to show consideration.
  • Extended Statute of Limitations: Some states extend the period during which claims can be brought under sealed contracts. For example, a standard contract may have a limitation period of 4–6 years, while a sealed one could extend this to 10, 12, or even 20 years.
  • Enforceability Without Consideration: A sealed agreement may be enforceable even if one party did not receive something of value in return—this is a key distinction from ordinary contracts.

However, states like California, Texas, and New York have eliminated or significantly reduced the legal distinction between sealed and unsealed contracts. Therefore, whether a seal offers any advantage depends heavily on state-specific contract law.

Information About the Seal

Long ago, a seal, whether it was real or an imitation, attached to a promise meant there was a level of good consideration for that promise. This was true despite the fact that the person making the promise applied the seal.

In medieval times, a wax seal was used for authentication of a document. Today, the seal is usually seen as a stamped impression or it is embossed on paper -- such as a notary seal -- and serves as an authentication of a document or attest to a signature.

When compared to a wax seal, it is not absolute that the person signing the document had every intention that the sealed document would contain an enforceable promise.

Today, it is not expected that someone signing a contract will understand the obscure notations of the seal. Because of this, a major portion of U.S. states has removed the distinction between sealed/ unsealed instruments. The Uniform Commercial Code (UCC) also abolished the distinction when a contract deals with the sale of goods.

The remaining states that still have the distinction in place have, for the most part, modified it sufficiently to make the seal of little consequence. For these states, whether a contract is under seal can have implications.

First, a sealed contract is binding absent consideration, or it creates a rebuttable presumption of consideration. If under the law of the state a contract is in a situation where it may be deemed unenforceable due to lack of consideration, making it "under seal" will not necessarily correct the issue. This is true even if the law in place acknowledges a sealed and an unsealed distinction.

Seals may also be important when it comes to statutes of limitations. For example, in the District of Columbia, there is a 12-year statute of limitations for actions brought against an instrument under seal. Ordinary contracts have only a three-year statute.

In Georgia, a contract under seal has a 20-year statute of limitations. This means if someone defaults on a loan, the creditor would have 20 years to file suit for the debt.

Some states require certain documents to be under seal, such as a deed. Other states may have a longer or shorter period. In general, a contract signed under seal usually has a longer timeframe for statute of limitations versus an ordinary contract.

This brings into question the priorities of the person who drafts a contract under seal.

Practical Considerations Before Using a Contract Under Seal

Before executing a contract under seal, consider the following:

  1. Does your jurisdiction recognize sealed contracts? If not, using a seal may have no added benefit.
  2. What kind of contract is it? Seals may matter more in construction, real estate, or formal lending agreements.
  3. Do you need an extended statute of limitations? Sealed contracts often provide longer timeframes to bring legal claims.
  4. Will the contract be litigated or reviewed in a court unfamiliar with the seal concept? Some judges may overlook the formalities or dismiss them if they hold no legal weight in that jurisdiction.
  5. Have both parties explicitly agreed to the seal's legal effect? To avoid disputes, it's wise to clarify the intent of using the seal in the contract language.

Understanding these considerations can help determine whether a contract under seal adds meaningful protection or simply formalism.

Modern Variations and State-by-State Differences

Today, the enforceability of a contract under seal varies widely:

  • States like Georgia and North Carolina retain the distinction, allowing sealed contracts to benefit from longer enforcement windows.
  • Other states, like Illinois and New York, do not treat sealed contracts differently from standard ones, and a seal carries no special legal status.
  • The Uniform Commercial Code (UCC) explicitly disregards seals in contracts for the sale of goods, emphasizing substance over form.

Additionally, some jurisdictions accept printed versions of the word "SEAL" or abbreviations like "L.S." as sufficient, while others may require a physical embossed or notarized seal.

Before using a contract under seal, it is crucial to verify whether your state still recognizes the seal as a meaningful legal device.

Frequently Asked Questions

  1. What does it mean to sign a contract under seal?
    Signing a contract under seal means the agreement is formally executed with a mark or notation indicating it is intended to carry a higher legal weight and may not require consideration.
  2. Is a contract under seal enforceable without consideration?
    Yes, in jurisdictions that recognize sealed contracts, consideration is typically presumed, making them enforceable even without an exchange of value.
  3. Do all states recognize contracts under seal?
    No. Many states have abolished or limited the legal effect of seals, so their significance varies by jurisdiction.
  4. How long is the statute of limitations for a sealed contract?
    It varies by state. Some states offer 10 to 20 years, while others provide no distinction from standard contracts.
  5. When should I use a contract under seal?
    Use it in transactions where extended enforceability is beneficial, such as real estate, long-term loans, or complex business agreements—especially if your jurisdiction still recognizes the seal’s legal effect.

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