Contracts are rarely created from scratch. Instead, they often stem from previous documents that are modified to suit the current transaction. While some outdated practices are stylistically unnecessary but harmless, there is one practice that can be detrimental to a client’s interests: signing under seal. Understanding the implications behind the words “signed,” “sealed,” and “delivered” is crucial.
The word “signed” and “delivered” in the phrase are easy to understand, but the legal significance of “sealed” may be less obvious. The concept of a seal originates from feudal times, where it was used to authenticate the signer or their emissary. Initially, seals took the form of toothprints left by biting the document. Over time, the practice evolved, incorporating items like signet rings, embossed wax, and even the simple act of writing the word “seal” after a signature.
The importance of seals is more prevalent along the Eastern Seaboard of the United States, where ties to English common law were strongest. As one moves westward, the concept of seals fades away.
Historically, documents signed under seal were considered more reliable and were given greater protection under the law, granting longer statute of limitations. While some states haven’t adopted the concept of seals, they still recognize the solemnity of sealed contracts from other jurisdictions. However, the Uniform Commercial Code rejects the use of seals in contracts for the sale of goods.
See also Arbitration vs. Litigation: Understanding the Key DifferencesTo create a document signed under seal, two components are required: a seal recital above the signatures and the word “seal” affixed in some manner after each signature. Phrases like “Signed, sealed, and delivered” or “In witness whereof, I hereunto put my hand and seal” represent seal recitals. Attaching the word “seal” after a signature denotes the use of a seal.
AdvertisementIn most jurisdictions, there is no distinction between the effect of a corporate seal and an individual’s seal. Similarly, there is no difference between an “official” seal and simply writing the word “seal.” Notably, one can create a contract where only one party is under seal by including the seal recital and the word “seal” after one party’s signature but not the other.
Modern times render the concept of seals nearly useless. In practice, the words “seal” are typically inserted by administrative assistants rather than the signatory. Even Justice Lumpkin of the Georgia Supreme Court criticized the concept of seals over 160 years ago. However, the practice of using seals persists out of habit, occasionally outliving its usefulness.
While the use of a seal is no longer necessary to authenticate a signature, it still serves as a symbolic reminder of commitment. However, effective contract management systems have become essential for successful projects and improving business-client relationships.
Make your next contract management project a success with Garrity Traina’s effective contract management system.
This article was written by Garrity Traina, an expert in contract management.
