Signing under “(SEAL)” [even many lawyers don’t know what this means]

We all frequently sign documents on a signature line that includes (SEAL) [or L.S.] at the end of the line.  What does this mean?   Here is the answer under Georgia law.   Other state laws may differ.

Under Georgia law at O.C.G.A. § 9‑3‑23, a document you sign under (SEAL) extends the statute of limitations to 20 years. That is, it gives a party 20 years (essentially beginning with the date of the signature) to assert claims against you as to the transaction or contract covered by your signature.  And, on the flip side, it gives you 20 years for you to assert claims against the other party if that party also also signed under seal.  By contrast, contracts under Georgia law not under (SEAL) are generally subject to a 6-year statute of limitations. Thus, the longer 20-year extension that the (SEAL) provides can be good or bad, depending on whether you benefit or are burdened by the extended period.

The second legal effect of a document signed under (SEAL) is a presumption that the parties exchanged the consideration covered by the agreement.  In other words, under (SEAL) one party cannot later assert, without having the burden to overcome the presumption, that the parties failed, or did not, exchange the consideration set forth in the document at the time of signing the document.  See Autrey v. UAP/GA AG Chem. Inc., 230 Ga. App. 767 (1998).

Technically, the effect of signing under (SEAL) is effective only if two requirements are met:  (1) The word ‘seal’ has to be in the body of the document (typically at the end just before the signature blocks), such as “signed under hand and seal, this _____ day of January, 2011”;  and (2) separately, the end of the signature line itself must include “(SEAL)” or “(L.S.)”.  See,  for example, Chastain v. L. Moss Music Co., 83 Ga. App. 570 (1951).

So, does this blog information have any practical benefit?

Yes, this notion of (SEAL) is not merely cosmetic.  It can have real consequences.  Therefore, one needs to think for a moment about whether to sign a document under seal, primarily as to the extension of the statute of limitations to 20 years.   Again, this can be good or bad depending on your position relative to the document.

Two, you can strike-thru the (SEAL) even if it is typed at the end of your signature line, so as to eliminate the effect of the seal for your signature, even though other parties on the same document don’t make the same strike-thru on their signature line. In other words, you might have a choice. Don’t always sign under seal without at least being aware of its effect.  My recommendation is that you make the strike-thru obvious, and place your initials next to the strike-thru.

Three. But there are some instances where the law mandates that a document has to be signed under (SEAL) to be effective.

I repeat the bottom line point:  You should always give a moment’s thought to signing under (SEAL), without blind agreement simply because you are presented with a document bearing (SEAL) on your signature line.

6 thoughts on “Signing under “(SEAL)” [even many lawyers don’t know what this means]

  1. April 9, 2017

    Is this article missing an essential “NOT”, as I have inserted here in this excerpt from the third paragraph:

    In other words, one party cannot later assert, without having the burden to overcome the presumption, that the parties did NOT in fact exchange the consideration set forth in the document at the time of signing the document.

    ?

    Paul D.

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