Documents Under “Seal”: Its Meaning and How It May Assist Your Case

Written By: Robert L. Buzzendore, Esquire
As Reviewed By: William F. Hoffmeyer, Esquire

Centuries ago a formal contract which required no consideration was sealed using wax, an embossed impression or other individual mark.  The sealing of the contract showed the solemn occasion of entering into the contract. 

Today, the sealing of documents by wax or other method does not occur.  Instead, the pre-printed word “seal” is usually placed next to the signature line and a sentence in the contract states the parties agree it is under seal.  In other words, the sealing of a contract is not an actual sealing, but a presumed sealing based on the parties’ intent, the language used in the contract and the use of the word ‘seal’.

Many of today’s consumer contracts would not be considered under seal.  However, a contract with the word ‘seal’ creates a presumption it was a contract under seal.  Internet or other forms may have the pre-printed word “seal” in it, and people may loosely use the word ‘seal’ in a contract without understanding the legal implications.   

A sealed contract has a very significant legal implication.  Generally, a person has 4 years to file a breach of contract action.  However, a person has 20 years to file suit under a sealed contract.  The time to file suit is greatly lengthened for a sealed contract. 

In the recent case of Valley National Bank v. Marchiano, the appeals court held a mortgage was a contract under seal, and the borrower’s defense that the mortgage was subject to the 4 year statute of limitation was unsuccessful.  Borrower signed a mortgage and a note agreeing to pay lender the sum of $265,000. Borrower defaulted on the loan in 2012, but lender did not file a foreclosure action until November 2017, more than 5 years later. 

If the 4 year deadline to file a breach of contract action applied to lender’s foreclosure, lender would have lost its case because section 5525(a)(7) of the Judicial  Code  provides a four-year  statute of limitations for “[a]n action  upon  a note, or other similar  instrument in writing.” Section 5529 of the Judicial Code states “[n]otwithstanding section 5525[a](7), . . . an action upon an instrument in writing under seal must be commenced within 20 years.”

The Court held the mortgage was under seal because after the signatures, it stated: “BE IT REMEMBERED, that on this 18th day of May, 2007[,] before me, the subscriber personally appeared…, who acknowledged under oath, to my satisfaction, that this person (or if more than one, each person)…signed, sealed and delivered this document…” Also, the acknowledgments certified that the mortgage was “signed, sealed and delivered.”

The sealing of the mortgage allowed the lender to file suit more than 4 years after borrower’s breach of the mortgage because it was controlled by the 20 year legal deadline and not the 4 year deadline.  Hoffmeyer & Semmelman, LLC is available to assist you with your contract and to advise you whether it is a contract under seal which would give you additional time to file legal action, or if it is not a contract under seal, to raise a defense that the time to file suit has expired.   

© Copyright by Hoffmeyer & Semmelman LLC,  January 2020