What is a Contract “Under Seal” and Why is it Significant?
The concept of a contract under seal dates back to English medieval times, when most adults were illiterate and could not sign their own name. Each party impressed on the physical document a wax seal or other mark bearing his or her individual sign of identification. Over time, the rules were relaxed, such that now the recitation of words such as “signed under seal” suffice to make it so. Today, the majority of states have abolished the distinction between contracts under seal and those not under seal. Massachusetts is among the small minority of states where the doctrine has not been abolished altogether. It is significant for at least two reasons. First, in Massachusetts, a breach of a contract under seal has a much longer statute of limitations, 20 years from the date of breach, than a claim for breach of a contract not under seal, 6 years from the date of breach. It is important to remember that some contracts, even if executed under seal, still may be subject to a shorter limitations period if there is a more specific statute that governs. One such example is an action on a promissory note under the Uniform Commercial Code, which is subject to the six-year limitations under G.L. c. 106. §3-118. The second significant difference is that for some contracts under seal (option contracts being a significant exception), there is no requirement that the contract be supported by consideration. Contracts not under seal require consideration in order to be enforced. The “contract under seal,” at least in Massachusetts, still has meaning and should not be given short shrift.