The Meaning of “Under Seal”

June 27, 2016
Posted in Real Estate Law
The Meaning of “Under Seal”

If you have recently placed your signature on a contract, deed, or mortgage, you may have noticed the word “SEAL” printed in big, bold letters somewhere near your name. While the concept of signing a contract “under seal” may sound a bit archaic, the inclusion of such a word may significantly alter legal rights thereunder.

Historically, seals were affixed to written contracts as a way of evincing the parties intention to be legally bound by the terms contained therein. Originally, courts required such seals to be made from wax. As time progressed, however, the formality of this requirement waned, and courts began accepting alternative means of “sealing” a written instrument, including paper embossing. Today, those jurisdictions still acknowledging sealed documents simply require inclusion of the word “SEAL” on the signature line.

In Pennsylvania, the rule is this: “when a party signs a contract which contained a pre-printed word ‘SEAL,’ that party has presumptively signed a contract under seal.” Beneficial Consumer Discount v. Dailey, 644 A.2d 789 (Pa. Super. 1994) (citing Klein v. Reid, 422 A.2d 1143 (Pa. Super. 1980)). While this presumption is rebuttable, doing so is extremely difficult when the word “SEAL” appears next to a person’s signature. “Unless adequately rebutted, the presence of the maker’s signature next to the printed word ‘seal’ on a printed note constitutes ample evidence that the maker did, in fact, adopt the seal.” Klein, 422 A.2d at 1143.

So what does all this mean? Well, as it relates to the terms of the written contract, very little. The material terms of a contract are in no way altered by the inclusion of the word “SEAL” on the signature line. The language of the contract is the language of the contract, and there isn’t much that those four letters can do to change it.

That being said, when it comes time to enforce a party’s obligation under a contract, those four letters become very important. Under Pennsylvania law, the statute of limitations for written contracts is generally four years. Thus, if a promisee (i.e., the person making the promise) fails to fulfill his/her obligations under a written instrument, the promisor (i.e., the person accepting the promise) has four years from the date of default in which to file suit.

Everything changes, however, when the document in question is executed “under seal.” Pursuant to Pennsylvania statutory law, the statute of limitations for “an instrument in writing under seal” is twenty years. Thus, if that same promisee fails to fulfill his/her obligations under a sealed written instrument, he/she will remain vulnerable to suit for twenty years as opposed to a mere four.

While inclusion of the word “SEAL” may be the most prominent feature of a sealed document, there are other factors a court must consider when determining whether a contract was signed under seal. If you are unsure whether an agreement to which you were a party falls under this definition, contact a qualified attorney to help you make that determination.

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