Signed and Delivered -- but not Sealed

Photo by kconnors at morguefile.com.

Stevie Wonder’s “Signed, Sealed, Delivered (I’m Yours)” isn’t about the seals that live in the ocean. Although the song is about committing to a romantic relationship, it also sounds like something an attorney might write about a contracting party.

Long before people routinely signed their names to legal documents, wealthy landowners, nobles, churches, and other institutions used seals to show that a document was authentic. Wealthy men and clergy would wear a signet ring engraved with a personal symbol.  For legal documents, the signer would press the symbol on their ring into hot wax dropped onto the document.

The ring stayed with its owner, and a seal was difficult to copy or remove once affixed to a document. In a day when someone couldn’t pick up a telephone to verify a document was authentic, seals helped show that legal documents came from the person whose seal appeared on it.

Documents “under seal” were treated differently from ordinary agreements because historically, a seal made it easier to authenticate the document. Eventually, sealing wax and signet rings gave way to embossed seals and rubber stamps.  Eventually, people and companies quit having formal seals made and simply typed [SEAL] next to a signature or stated that a document is signed “under seal.”

Stating that a document is signed “under seal” might seem anachronistic. Often that language is ignored, particularly when it appears in a form that has been copied and revised for years. However, over time, the meaning attached to signing under seal has evolved.  Now, rather than being used to ensure a document's authenticity, signing under seal can affect the parties’ legal rights.

So, when used for a legal document “signed, sealed, delivered,” the “sealed” often isn’t a good idea. This article discusses seals on legal documents and why parties should think twice before signing “under seal.”

State Laws Regarding Seals

Most state laws no longer require seals. The Uniform Commercial Code specifically rejects sealing contracts for the sale of goods. Corporations also usually don’t need to affix seals to their documents, but sometimes they still attach seals to very formal documents. But for most legal documents, parties shouldn’t sign “under seal.”

Recently, my client was presented with a contract that stated it was being signed “under seal” and included a bracketed [SEAL] next to the parties’ signature lines. I deleted the references to seals from the contract.

Here’s why. In the state where the contract was being signed, adding the seal language would have extended the statute of limitations. It was a contract of short duration; the parties expected the entire arrangement to last less than six months. In addition, the contract included a provision that reduced the statute of limitations for breach of contract cases to two years. Signing that document under seal made no sense.

In Maryland, a contract signed by an individual "under seal" is subject to a 12-year statute of limitations rather than the usual three-year statute of limitations for contracts. In New York and Georgia, the statute of limitations for contracts is six years, but an action on a document under seal has a 20-year statute of limitations.

There are technical requirements for a valid contract under seal in states that still recognize them. Sometimes the bracketed [SEAL] may not be adequate to alter the parties' rights. Still, parties should not sign a contract that says it is "under seal" or has a bracketed [SEAL] unless they want the contract to be "under seal."

Extending the Statute of Limitations

Years ago, I was representing a business client in a lease dispute. When the business was new and didn’t have an established financial history (and without hiring an attorney to review the lease), the owner had signed a personal guaranty of the lease. The lease wasn’t signed “under seal,” but for unknown reasons, the guaranty was.

More than a decade later, the company had become a multi-state operation and needed a larger rental space. The landlord wasn’t happy to lose a valuable tenant and looked for a way to incentivize the tenant to renew its lease or at least recoup some of the loss from the tenant leaving.

As it turns out, many years earlier, when the business was new, the tenant hadn’t made some repairs to the rental space that were required under the lease. The landlord hadn’t done anything about it at the time, and the statute of limitations to sue under the lease had probably expired. But because the personal guaranty was signed under seal, it resulted in a 20-year statute of limitations.

Those two words “under seal” dramatically complicated the tenant’s departure and cost additional money. The landlord latched onto that very old breach of the lease, attached a dollar amount to it and added interest and attorney fees, and demanded that the individual owner pay the full amount, which was substantial. It wasn’t a great way to encourage the tenant to renew the lease, but it did incentivize the tenant to work out a settlement that softened the economic blow for the landlord and increased the tenant’s attorney fees and costs.

Should You Sign a Document Under Seal?

Stevie Wonder’s song title is memorable, but it’s better to remember a shorter version: “signed and delivered.” Signing "under seal" is rarely a negotiated part of any deal. Usually, neither party intends the contract to be under seal. Rather, the [SEAL] on a legal document is a remnant from a version created decades ago that no one removed, often because they thought it was quaint and harmless.

Unless the parties have negotiated signing under seal, parties should be reluctant to sign documents under seal.  It’s not difficult to remove or cross out the [SEAL] and any language that says they are signing under seal before signing, and doing so can prevent issues later.

© 2026 by Elizabeth A. Whitman

Any references to clients and their legal situations have been modified to protect client confidentiality.

DISCLAIMER: The content of this blog is for informational purposes only and does not provide legal advice. No one should take any action regarding the information in this blog without first seeking the advice of an attorney. Neither reading this blog nor communication with Whitman Legal Solutions, LLC or Elizabeth A. Whitman creates an attorney-client relationship. No attorney-client relationship will exist with Whitman Legal Solutions, LLC or any attorney affiliated with it unless a written contract is signed by all parties.