First, a bit of history. In the 19th century, companies that signed a contract put their wax seal on the contractual document. The purpose was to prove that the handwritten signature was not falsified. If there was a dispute afterwards, the court would only have to compare the wax seal to the company seal to see if they were consistent. The practice of using a wax label was so formal that the contracts thus signed were considered more solemn than the average unsealed contract and could therefore be applied for a long period of time. Over the years, at least in Maryland, the purpose of putting a company`s seal on contracts has changed, from the protection against counterfeiting to proof that the person who signed the contract had the power to hire it. For more information, check out our blog: What is the difference between an act and an agreement? A long time ago, a seal, whether it was a real imitation or an imitation linked to a promise, was a good counterpart to that promise. This was true despite the fact that the person who made the promise applied the seal. Similarly, the amendments to the acts introduced in 1989 do not apply to isolated enterprises such as government ministers or bishops of the Church of England. Therefore, if a company sole is to execute a document, it must continue to do so with an official seal.  The catch is that modern contracts often have the choice of legal provisions. Many contracts choose Delaware as the law that governs the contract.
Unlike Maryland and Virginia, simply placing the word “(Seal) ” next to the signature blocks can turn the contract into a secret contract and increase the statute of limitations from 3 years to 20 years. Whittington v. Dragon Group, LLC, 991 A.2d 1 (2009). A contract signed and executed in Maryland, but with a choice of law in Delaware, could become enforceable by adding that single word for 20 years. The Common Law Rule, which requires that an act performed by an individual be sealed to be effectively executed, was finally abolished in 1989 by the Property Act (Various Provisions) of 1989. The Act implemented the recommendations of the Commission of England and Wales in its 1987 Deeds and Escrows report and replaced seals with requirements that the document explicitly declare that it is executed and that it must be a witness.  Originally, only a wax seal was accepted by the courts as a seal, but in the 19th century, many jurisdictions had relaxed the definition of the inscription of a print in the paper on which the instrument was printed, a paper mould attached to an instrument, a scroll with a pencil, or the words “Seal” or “L.S.” (the Latin term locus sigilli meaning “place of seal”).