Deeds and Seals (1988)

Whenever it  is  necessary  to record  an agreement, the  parties  usually  do  so by making  a  simple contract. Sometimes, however, the parties may affix seals to the contract following their signatures. Affixing a seal has a profound effect in law.

An instrument executed under seal is called a deed. Obligations recorded in a deed are subject to an area of law in which the principles sometimes differ dramatically from those which are applied to a simple contract.  Since few people are aware of these differences, executing an instrument under seal is a practice which is attended by some danger. Moreover, curious results are to be found in the cases where one legal consequence follows from a contractual obligation and another, totally different, consequence follows when the same obligation is contained in a deed.

In this project, the Commission examines the historical development of the current law governing deeds, and reviews amendments to the law enacted or proposed in other jurisdictions.

Keywords: deed; seal; contract; document; covenant; assumpsit; obligation;
breach; privity; merger; specialty; simple; execution; binding; estoppel;
power of attorney; non est factum; remedy; interpretation; variation;
conflict of laws