CORPORATIONS - CORPORATE SEAL - WHEN AFFIXING SEAL MAKES THE INSTRUMENT A SPECIALTY

Authors

Edward D. Ransom, University of Michigan Law SchoolFollow

Abstract

The plaintiff contracted to buy gasoline from a subsidiary of the defendant. The lengthy contract was signed at the end by the proper officers and in juxtaposition to the signatures were the corporate seals of both parties. The contract contained a recital of sealing. On a separate page, but attached to the contract, was a guaranty by the defendant of the subsidiary's performance. This also was sealed with the corporate seals of both parties adjacent to the signatures of the officers. No mention of sealing was contained in the guaranty. On default by the subsidiary, the plaintiff sued on the guaranty as a specialty. The defendant answered with the defense of the three-year period of limitations for simple contracts. The plaintiff demurred to this answer. Held, demurrer sustained on the technical ground that the declaration on a specialty cannot be answered by a plea of statute of limitations as to simple contracts. But the court, per dicta, intimates that the defendant is correct in contending that the instrument sued on is a simple contract. General Petroleum Corp. v. Seaboard Terminals Corp., (D. C. Md. 1937) 19 F. Supp. 882.

Recommended Citation

Edward D. Ransom, CORPORATIONS - CORPORATE SEAL - WHEN AFFIXING SEAL MAKES THE INSTRUMENT A SPECIALTY, 36 Mich. L. Rev. 839 (1938).
Available at: https://repository.law.umich.edu/mlr/vol36/iss5/12