What is the Significance of Signing a Commercial Lease ‘Under Seal’ in Massachusetts?
Massachusetts law contains certain legal traditions that may be unfamiliar to individuals and businesses from other states. One such unique aspect is the concept of signing a document “under seal” – whether or not a physical seal is actually used. While the use of seals in contracts has largely faded in many jurisdictions, Massachusetts continues to recognize the legal significance of signing a contract as a contract “under seal”. Among other things, signing a contract under seal” can impact the statute of limitations for disputes, and the requirement for consideration.
Historical Context of Contracts Under Seal
The concept of contracts “under seal” dates back to medieval times when individuals, often illiterate, used wax impressions or embossed seals to authenticate agreements. Over time, as literacy rates improved and handwritten signatures became the norm, the physical use of seals declined. However, the legal doctrine behind sealed instruments persists, and Massachusetts law still recognizes contracts executed under seal as distinct from ordinary contracts.
Modern Interpretation of Signing Under Seal in Massachusetts
In contemporary Massachusetts contract law, a document may be considered “under seal” if it includes a “seal recital”, or language reciting that the document is being signed as a document “under seal.” According to Massachusetts General Laws Chapter 4, Section 9A, a recital that a document is sealed or intended to be treated as a sealed instrument is generally sufficient to give it legal effect as a sealed contract. The law does not require a physical seal unless explicitly mandated by the constitution or a specific statute, such as for certain public offices or stock certificates. To be considered signed under seal a commercial lease merely requires an appropriate seal recital, which often takes the form of a statement preceding the signatures to the effect of “executed as a document under seal” or “signed under seal as of…”
Key Legal Implications of Signing a Lease Under Seal
1. Extended Statute of Limitations
Probably the most significant legal effect of signing a lease under seal is the lengthened statute of limitations for breach of contract claims. Typically, Massachusetts law imposes a six-year statute of limitations for contract disputes under Massachusetts General Laws Chapter 260, Section 2. However, if a contract is executed under seal, the statute of limitations extends to twenty years under Massachusetts General Laws Chapter 260, Section 1.
2. Consideration Requirements
In most contract law contexts, a legally binding contract requires consideration—meaning that each party must give something of value in exchange for the other party’s promise. However, in Massachusetts, a contract under seal does not necessarily require consideration to be enforceable. This is unlikely to be of consequence in the context of a commercial lease which fundamentally involves payment by one party for the use of the property of another party, but in certain unusual circumstances, it may be more impactful, for example a lease amendment that provides additional rights to a tenant without any additional payment or a short term use or occupancy agreement without payment.
Conclusion
For practitioners unfamiliar with Massachusetts law, the concept of signing a commercial lease, or other document, under seal may seem like a legal oddity. While its practical impact is often limited, it does introduce certain distinctions that could affect the enforceability of a lease over time. The extended statute of limitations, the lack of a consideration requirement, and potential limitations on defenses are aspects worth noting, even if they do not frequently become decisive factors in lease disputes. Ultimately, parties entering into a commercial lease in Massachusetts should be aware not just of this unique legal tradition, as well as other unique elements of Massachusetts law that may impact their agreement.
