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The Fading "Seal"Historically, a promise for consideration (something of value) was enforceable at law. Over time, the use of a "seal" was viewed as an authentication of a document because of widespread illiteracy, or as an alternative for consideration. In medieval times, the "seal" consisted of a wax wafer, or an impression on the document by ring or mechanical pressure. Gradually, the word "seal" between brackets after a signature, or the letters "L.S." (short for "Locus Sigilli," meaning "in the place of the seal") came into use.The use of the seal to formalize or authenticate a promise or document is much limited in the law today. The Uniform Commercial Code (UCC) specifically provides commercial transactions are exempt from the use or effect of seals. Twenty-seven states have abolished the distinction between sealed and unsealed instruments. But traditions and ancient ways die hard. Some states accord sealed instruments special status. In South Carolina, for example, the normal 3-year statute of limitations for actions on contracts extends to 20 years if the instrument bears a seal. In Pennsylvania, seals are still often used on deeds, mortgages, wills, contracts, etc., as a matter of course. But our courts have not spoken on the subject definitively for years. Critics argue the formality of a "seal" is unsuited to present day business methods. However, our Supreme Court reaffirmed that "the seal imports consideration." The effect has been that it forestalls the defense of "want of consideration," but not "failure of consideration" (i.e., a bad check or nonperformance). And of course, fraud or mutual mistake of fact will make a promise, sealed or not, unenforceable. With more and more business being transacted via computers, e-mail, telefax, etc., old formalities can be expected to fall by the wayside. But our old friend, the "seal," has proved pretty durable, so don't write him off just yet. And don't be surprised if your next legal document doesn't end: "Signed and sealed this ___ day of ______________, 200__." |
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