SEALED INSTRUMENT
sealed instrument.At common law and under some statutes, an instrument to which the bound
party has affixed a personal seal, usu. recognized as providing indisputable evidence of the
validity of the underlying obligations. • The common-law distinction between sealed and unsealed
instruments has been abolished by many states, and the UCC provides that the laws applicable to
sealed instruments do not apply to contracts for the sale of goods or negotiable instruments. UCC
§ 2-203. See contract under seal under CONTRACT. [Cases: Contracts 36; Seals 1. C.J.S.
Contracts § 76; Seals §§ 2–3.]
“At common law, the seal served to render documents indisputable as to the terms of the
underlying obligation, thereby dispensing with the necessity of witnesses; the sealed instrument
was considered such reliable evidence that it actually became the contract itself — called a
‘specialty’ — the loss of which meant loss of all rights of the obligee against the obligor. The seal
also had many other consequences at common law, some of which have been retained in
jurisdictions which still recognize the seal …. In states where the seal is still recognized, its
primary legal significance is often the application of a longer statute of limitations to actions on
sealed instruments.” 69 Am. Jur. 2d Seals § 2, at 617–18 (1993).
“In medieval England a wax seal may have performed [the functions of a formality] tolerably
well. But in the United States few people owned or used a seal and the ritual deteriorated to the
point that wax was dispensed with and printing houses decorated the signature lines of their
standard forms with the printed letters ‘L.S.’ for locus sigilli (place of the seal). Perfunctory
invocation of the rules for sealed documents called into question the seal’s utility in making
promises enforceable.” E. Allan Farnsworth, Changing Your Mind: The Law of Regretted
Decisions 46 (1998). [Blacks Law 8th]