Signing under SEAL means more than you may think in Alabama
A new client exclaimed “I didn’t put my seal on that contract, I don’t even have a SEAL!”
Unfortunately for my client, the word “SEAL” after your name is all that is needed for the contract to be “signed under seal.” This article will describe when a SEAL is effective and what the effect is (Alabama citations included). Then I go into some interesting history.
A contract is considered binding when signed- no seal required. A contract is considered under SEAL if the word “SEAL” in some form such as locus sigilli , or L.S. follows the signature. This means the statutes of limitations to file civil suits for such a contract are different than a contract that is not signed under SEAL.
CONTRACT NOT UNDER SEAL: Under Alabama Law, Ala. Code 1975 § 6-2-34, any action for breach of a contract for services, intangibles, or real property that was signed, but not “signed under SEAL,” must be commenced within 6 years from the time the breach was discovered. There are some exceptions that I won’t go into. Don’t sit on your rights.
CONTRACT UNDER SEAL: Under Alabama law AL Code § 6-2-33, a document you sign under (SEAL) extends the statute of limitations from 6 years to 10 years. That is, it gives a party 10 years (beginning with the date of the signature or possibly when the reach was discovered) to assert claims as to the transaction or contract covered by your signature.
SALES of GOODS EXCEPTIONS: Sale of goods contracts, whether written or verbal, and whether they include merchants or no merchants, are governed by Alabama’s Commercial Code which is found as Title 7 in the Alabama Code.
Seals are ineffective for sale of goods contracts in Alabama. The contract will still be effective if it contains the SEAL, however, the affixing of a seal to a writing evidencing an offer or contract for sale of goods does not constitute the writing of a sealed instrument, and the law with respect to sealed instruments does not apply. AL Code § 7-2-203.
This matters because an action for breach of a contract for sale of goods must be commenced within 4 years after the cause of action has accrued. AL Code § 7-2-725 (2020) The original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
No deeds, contracts, and other documents need to be signed under seal to be effective in Alabama. Signing under seal has nothing to do with the Notary stamp or seal. For a notary's acts to have effect in Alabama, they must include a stamp or notarial seal. "For the authentication of his or her official acts, each notary shall provide a seal of office, which shall present, by its impression or stamp, the name, office, and the state for which he or she was appointed." §36-20-72, Code of Ala. 1975
REFUSAL TO SEAL: If the contract has “SEAL” on it and you do not want to sign under seal, then make an obvious strike thru the word (SEAL) and initial next to the strike-thru. Some documents and some contractors may require the seal, and they will notify you if you absolutely must sign under seal.
IN OLDE ENGLAND, a piece of melted wax embossed with a unique mark attached to a writing served as a marker to formally identify the parties to an agreement. This SEAL convention faded and signatures replaced seals as identifying markers, and a “SEALED” agreement took on a new meaning, as described above.
Now, the presence of the word “seal” written after the signature or preprinted on a contract makes such a contract “under seal.” The Latin words locus sigilli “(Location of the Seal” or its abbreviation L.S. or even words within the contract stating the agreement is under SEAL may create a contract under SEAL.
Read your contracts before signing and if there is Latin (literally or figuratively), get an attorney.