October 30, 1970 /r" j
RE: SWFWMD Form for Agreement To Sell
Affixing corporate seal
When I called Dale about this he expressed some reluctance
to go ahead and affix the seal until after the Board granted
I can't find any Florida law on this but am attaching a
Xerox copy of a portion of 18 Am Jur 2d relating to the
Dale is making a note on his calendar to prepare a resolution
authorizing either hqMor Bob to sign these agreement on
behalf of the District and affix the corporate seal. This
will be presented at the next Board meeting.
Y,18 m ur u~~
the, orporate se I as aiei x
i rt e ers of the corporation, who subsequeniLy a.
ire he inrctrumen t, the sealing is duly made and the instrument becomes
issue the instrument, t
obligatory upon utc y".---. -
pplicab to ats and votes passed by such
applicable t at te meetings. Bank If
corporations at CErp.te 12 Wheat (US)of
United States v Dandridge, 12 Wheat
64, 6 L ed 552.
19. See II Am Jur 2d, BILLa ANS NOTES
20. cKnight Constr. Co. v Vansickleri 51
Can SC 374.
An aSreement made by an agent of a eor-
poration is a contract of th corporation of the
though made without any resolution f the
board of directors and although the seal used
was the private seal of the agent, if the agent
was authorized to execute t or the company
ratified his ac Eureka Clothes Wringing
ratified his act- ., --""W hing & W. Mach.
Mach Co. v Bailey Washing & W. Mach.
Co. Wall (US) 488, 20 L ed 209.
i. Osborn v Bank of United States, 9 Wheat
5S) 738, 6 Led 204.
3. First Nat. Bank v Clifton Armory Co. 1
.... n ~ Markham, 10
4. Ford v Hill, 92 Wis 188, 66 NW 115.
Annotation: 92 ALR2d 960, 4.
5. Banks v Poitiaux, Rand (Va) 136.
6. St. Clair v Rutledge, 115 Wis 583, 92 NW
7. 158, infra.
9. Danville Seminary v Mott. 136 1 289,
28 NE 54; Benbow v Cook, 115 NC 324, 20
SE 453 Garrett v Belmont Land Co. 94 Tenn
459, 29 SW 726.
10. See SEALS (lst ed 8).
11. Hoyt v Thompson, 5 NY 320.
12. Gordon v Preston, I Watts (Pa) 385;
Berks & D. Turnp. Road Co. v Myers, 6
Serg & R (Pa) 12. sealed
As to parol authority t cute sealed
instrument, see 1168, inra J
5 13. Sovereign Ca mp, W R-4 v _a.GSAnd
16. Perry v Price, 1 Mo 664; Robertson v 1. Phillips v Coffee, 17 111 154.
Burstein, 105 NJL 375, 146 A 355, 65 ALR 2. Rabinovich v Liberty Morrocco Co. 32
3 t 65 Del 426, 125 A 346; Johnston v Crawley, 25
Annotation: 65 ALR 338. Ga 316.
17. Den ex dem. Tours v Vreelandt, 7 NJL Annotation: 65 ALR 343.
352. 3. Crossman v Hilltown Twp. Co. 3
18. Rabinovich v Liberty Morrocco C Grant Cas 225.
Del 426, 125 A 346; Phillips v Coffee, lAI1 Annotation: 63 ALR 343.
1 ; Susquehanna Bridge & Bank Co. v ( -- .
o(rn l Ins. (,- 3 X.t -7 v 4, To- ...... r.-
these principles, it is held that the corporate seal i nootrS the excuton of a
tion or transfer, by a corporation, of commercial paper c the ap
tion or tract, not othwse requiring a seal, b an authorized officer; the or-
pointment of an attorney) or agents; a chattel ortga n;or an instrument author-
izing the confession of a judgment against a corporations or an agreement to
convey real property. The waiver of the right to forfeit to a corporation the
title to real estate is not a conveyance and is not required to be executed
under the corporate seal.'
But although it may not be necessary, the reason it is desirable to attest all
contracts and other acts of the corporation with its seal, when this is possible,
is that the presence of such seal establishes, prima facie, that the instrument
to which it is affixed is the act of the corporation. Ordinarily, in the absence
of a corporate seal, there is no presumption of authority. n
As to those acts or contracts which, if done or made by a natural person,
must have been attested by his seal, there has not at any time been, nor is
there now, any doubt that if done or made by a corporation, they must also
be attested by its scal.' In this connection, however, it is to be noted that in
most jurisdictions now, by statute, private seals have been abolished and are
declared to be of no effect.*
156. Authority to affix.t r to affix the corporate seal to an
No officers or agents have inherent power to afi the corporate sato a
No llicers or agnts however, unless the office of so doing is con-
instrument. owcr dc ted b thu
instrum e to a partntar ocer or member, be dele ,ated
fined by tihe charter to a rc" r .hem s author d ,
hemselves authorized to enter into t
contract o their number or other officer or age tl.b a
CContract. to pbut mapaJ -o.t
Sa ant erson us, is affixed
officers of a cor *ora ioneA s ',nher uS, .i na,
^TffJT^ CYXFO 158
l",c t:T -!r'at:-n :s ,..- .. :-.' -. c :i- : .r f r -,' rnc- !,b the ct cf
an unautEhriczd aicnt in naf,.xinz, th-e cr<. %r.: t., .,.: ::--r :~cr.:. I' \\cre,
houcver. the corporate sc-il i. aTfixd t.. an inr-n:cn it is pruira f-,ic e\i-
dence that it was so affixed under proper authority."
157. Proof of seal.
The general rule is that the seal of a private corporation will not be noticed
judicially by the courts and that its authenticity, if disputed, must be shown;
a seal upon an instrument purporting to be executed by a corporation does
not prove its own authenticity, but evidence must be given to show that it
really was the seal of the corporation.1' But it seems that at an early date
the common seal of the city of London and other large municipal corporations
were held to prove themselves, and that this rule will be applied in this country
to the seals of public corporations."
Proof that the seal affixed to the deed is the corporate seal is unnecessary
when the deed is shown to have been duly executed by one having authority.
Under such circumstances the seal is prima facie that of the corporation."
A deed of a corporation reciting that it is sealed with the corporate seal raises
the presumption that what purports to be such seal placed after the names
of the corporate officers executing the deed is the seal of the corporation.1' If
the corporation adopts a scroll, the same kind of proof which would establish,
if disputed, the authenticity of the genuine common seal, in a particular in-
stance, would equally establish the authenticity of a scroll as the corporate
seal, to wit, that it was affixed by authority, express or implied, of the cor-
The ancient strictness of proof of the seal being the device and seal adopted
by the corporation has been greatly relaxed.' It is not indispensable to the
proof of a corporate seal that a resolution of the corporate officers be pro-
duced, designating as their own a particular seal or impression.' There are
other means of proof. If an instrument on which a corporation is sought to
be charged purports to be sealed and there is any evidence that the seal is that
of a corporate body, it must be submitted to the jury. Whether it is sealed
or not is for the court; but whether the seal affixed is the defendant's seal,
a jury only can determine."
A declaration in a corporate instrument that a seal is affixed thereto as the
seal of the corporation is conclusive as to its character and effect.'
158. Effect of seal.
Although there is authority to the contrary,' it is generally held that the
14. Merchants of Staple v Bank of England 19. Benbow v Cook, 115 NC 324, 20 SE
(Eng) LR 21 QB Div 160 (CA). 453.
15. J 158, infra.
20. Johnston v Crawley, 25 Ga 316.