VocabuLaw

Seal

What is it and what does it mean?

Description of the legal term Seal:

The term “seal” in the context of British legal practice historically referred to the impression made in wax or paper or the attachment of a wafer to a document to signify its authenticity, solemnity, and the fact that it has legal significance. The application of a seal marked the execution of legal instruments such as deeds, patents, and charters by corporations and individuals possessing a coat of arms. Sealing served as a form of endorsement, predating signatures becoming the norm for personal authorization.

Historically, the presence of a seal conferred a document with a unique legal status referred to as a deed, which is considered more binding and solemn than a mere written agreement, known as a “simple contract”. One of the most distinctive features of a deed, beyond the use of a seal, is that it does not require consideration to be legally valid. This trait distinguishes deeds from contracts, which typically must involve some form of exchange to be enforceable.

In modern UK legal practice, the importance of physically sealing a document with wax has diminished thanks to various legislative changes. The Law of Property (Miscellaneous Provisions) Act 1989 exemplifies such changes by allowing individuals to execute deeds without a seal, simply by signing in the presence of a witness who attests to the signature. However, for corporations, especially prior to the Companies Act 2006, the concept of sealing remained significant. Corporate seals, displaying the company’s name, were often mandatory in verifying the execution of official documents, though under the 2006 Act, the necessity for a company to have one was abolished.

Corporate entities may still use a seal, but they can also execute deeds by having two authorized signatories (a director and the company secretary or a second director) sign on the company’s behalf. This flexibility allows businesses to operate more efficiently in an age where physical seals are less practical. Despite this, certain documents and ceremonial situations may still call for a seal as a throwback to historical legal tradition.

The premise behind sealing, even today, reflects an intention to provide evidence that binds the parties to the terms outlined within the document in question. This application of formality introduces a deliberate and solemn character to the execution of a document which, by extension, underscores the importance of the commitments contained within it.

Legal context in which the term Seal may be used:

Imagine a large property development company in the midst of acquiring land for a new commercial hub. The heads of the company have negotiated terms with the landowner, and it is time to execute a deed of sale that will officially transfer the ownership of the land. Traditionally, this would have required the development company to affix its corporate seal to the deed in the presence of witnesses to formalize the transaction. The application of the corporate seal would convey that the company had deliberated on the matter at the appropriate level of their governance structures and that the execution of the deed reflected the company’s official act and intention.

Another scenario could involve the creation of a university charter. Such charters have generally been formalized through the application of a seal, to denote the gravity and permanence of the establishment of an institution of higher education. For instance, the creation of a new university by royal charter may involve the application of the Great Seal of the Realm, indicating it is an instrument of government authority and has passed through the necessary stages of legal scrutiny and approval.

These traditional practices bear testament to the symbolical significance that seals once held within the British legal system. Even as reliance on physical seals fades, the understanding behind the concept continues to influence legal practice, emphasizing that certain documents and agreements carry a weight and solemnity that go beyond ordinary contracts. Truly, the seal’s essence – as a marker of deliberation, authority, and earnestness – remains embedded in the fabric of British legal formalities.

This website is for informational purposes only and may contain inaccuracies. It should not be used as a substitute for professional legal advice.