Legal Writing

A Reminder that Contracts Under Seal Are, Sadly, Still Relevant

By Ken Adams

In this January 2008 blog post I noted that the requirements for what constitutes a “contract under seal” have been relaxed to the point of ludicrousness. But I also noted that in some states whether a contract is under seal has a bearing on which statute of limitations applies.

From @Richards1000’s prolific Twitter outpouring I learned today of this post by the Delaware Corporate and Commercial Litigation Blog noting that in a recent opinion in a long-running lawsuit, the Delaware Chancery Court applied the twenty-year statute of limitations for contracts under seal.

Contract drafters should take into account external irrationality of this sort. For a given contract, check whether the governing-law jurisdiction still recognizes contracts under seal and applies a different statute of limitations to contracts under seal. If it does, you may want to revise the contract in question so as to make it *rolls eyes* a contract under seal.

Full post as published by AdamsDrafting on February 19, 2010 (boomark / email).