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. Law Reform Commission recommended the abolition of the seal, or the merger of the doctrine on seals with the general law of contact, mainly to avoid unfair surprises:Īn instrument executed under seal is called a deed. Frank, “Seals: The Power that Drips from Red Wax”) or any deed (British Columbia Law Reform Commission, Report on Deeds and Seals 1988), enjoyed a longer limitation period than contracts, though that advantage disappeared in Ontario with the Limitations Act, 2002, and in B.C. Specialties, which are either acknowledgements or a guarantee of debt plus a seal (A. Friedmann Equity Developments v Final Note Ltd 1 SCR 842.
An agreement under seal on behalf of undisclosed principals does not expose those principals to suit if the agreement goes bad. Thus an agreement under seal does not need consideration to be enforceable, unlike a contract. Should we care? The special legal rules about sealed documents (deeds) largely survive, often as free-standing artefacts of the law rather than as an expression of a legal principle. (If you can’t wait, see my June 2011 column on the Apostille Convention)
Seals by public authorities will be the subject of a future column. It will restrict itself to seals on transactional documents. This article addresses that shortcoming, if it is one. In the common law provinces and the territories, however, it stops short of telling us how to create a sealed document. Most such legislation also tells us that a legal requirement that a document be signed is satisfied by an electronic signature. Canada’s electronic commerce legislation in Canada tells us how to create an electronic document that will satisfy a legal requirement that the information must be in writing.
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