The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing [of] a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

History: 1953 Comp., § 50A-2-203, enacted by Laws 1961, ch. 96, § 2-203.

OFFICIAL COMMENTS

UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.

Prior uniform statutory provision. — Section 3, Uniform Sales Act.

Changes. — Portion pertaining to "seals" rewritten.

1. This section makes it clear that every effect of the seal which relates to "sealed instruments" as such is wiped out insofar as contracts for sale are concerned. However, the substantial effects of a seal, except extension of the period of limitations, may be had by appropriate drafting as in the case of firm offers (see Section 2-205).

2. This section leaves untouched any aspects of a seal which relate merely to signatures or to authentication of execution and the like. Thus, a statute providing that a purported signature gives prima facie evidence of its own authenticity or that a signature gives prima facie evidence of consideration is still applicable to sales transactions even though a seal may be held to be a signature within the meaning of such a statute. Similarly, the authorized affixing of a corporate seal bearing the corporate name to a contractual writing purporting to be made by the corporation may have effect as a signature without any reference to the law of sealed instruments.

Cross reference. — Point 1: Section 2-205.

"Contract for sale". Section 2-106.

"Goods". Section 2-105.

"Writing". Section 1-201.

Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 17A Am. Jur. 2d Contracts §§ 58, 116, 182; 67 Am. Jur. 2d Seals § 1 et seq; 68A Am. Jur. 2d Secured Transactions § 169.

77A C.J.S. Sales § 1 et seq.; 79 C.J.S. Seals §§ 2, 3.