Validating contracts with seal

The need for signatures pops up in virtually every department - human resources for employee timesheets and vacation requests, finance signing off on invoices and purchase orders, legal preparing contracts, sales entering new client relationships.Printing every time you need a signature is impractical and inefficient. Trusted digital signatures allow you to keep your entire workflow online and offer greater security than unstandardized electronic signatures.Global Sign has been helping companies adopt digital signatures for over 10 years.We have the product knowledge and industry expertise to ensure you get the solution you need. By requesting a quote, a Global Sign Product Specialist will contact you.Instead he had Lane sign the check stub acknowledging the date and place that the check had been tendered, then left the registry with check in hand. The judge entered his findings of fact and conclusions of law and his judgment on August 15, 2001, and amended his findings and conclusions on September 14, 2001, in response to a motion filed by Knott. 137, 141 (1968)." He ordered the estate to conveythe Page 319 property to Neumann pursuant to the right of first refusal. He also sought, but failed to obtain, a stay of the judgment, first in the Probate and Family Court and then in the Appeals Court. The judge did not address whether Neumann gave actual consideration for the right, stating that "[c]onsideration is presumed in an agreement under seal. Knott next moved for relief from judgment on grounds of newly discovered evidence and fraud pursuant to Mass. Through counsel, the decedent notified Neumann of the offer on January 18, 2001, "[i]n accordance with" the second right of first refusal. [Note 7] The pending litigation did not deter the parties from pursuing their claims privately. It also rejected Knott's appeal concerning a posttrial contempt complaint brought by Neumann against Knott and the executrix. To understand the role of seals in the law, some background is useful. Under the common law, the seal became proof of the parties' identities and the document's authenticity, and loss or destruction of the sealed contract terminated the bargain. Two days later, on January 20, Knott and the decedent entered into a purchase and sale agreement. On April 26, 2001, Knott delivered to Henry Lane, an attorney representing both the estate and the executrix, a check made payable to the estate for the agreed purchase price of the property minus Knott's ,000 down payment and sums advanced under the amendment. We granted Knott's application for further appellate review. Seals have a venerable history in our law of contracts.

Practice, Civil, Relief from judgment, Contempt, Correction of record on appeal. Page 315 CIVIL ACTION commenced in the Worcester Division of the Probate and Family Court Department on March 30, 2001. The preprinted portion of the second right of first refusal recited that it was executed "under seal" and "[f]or good and valuable consideration, the receipt Page 317 whereof is hereby acknowledged." Under the terms of the second right of first refusal, the decedent agreed not to sell the property prior to January 1, 2004, to a third party without first notifying Neumann of the third party's acceptable bona fide offer to purchase, and offering Neumann the opportunity to purchase the property on the terms recited in the bona fide offer.

We granted the plaintiff's application for further appellate review and conclude that no sound legal justification exists for maintaining the common-law fiction that an option contract executed under seal conclusively imports consideration, and we adopt the position of the Restatement Page 316 (Second) of Contracts § 87(1) (1981) concerning the validity of such contracts. We summarize the relevant facts and procedural history from the judge's amended findings of fact and elsewhere from the undisputed record, as necessary.

Some time thereafter, the decedent received an acceptable bona fide offer from Riverdale Mills Corporation, an entity owned and controlled by the plaintiff, James Knott, to purchase the property for 0,000. Of significance here, Neumann filed a verified cross claim and counterclaim for specific performance of the right of first refusal, and Knott asserted as an affirmative defense that the right was void for want of consideration. In an unpublished memorandum pursuant to its rule , the Appeals Court affirmed the judgment and the orders.

We are now asked to abolish the common-law presumption of consideration for option contracts [Note 3] executed under seal. In June, 1997, The Maiden Merchant International Incorporated entered into a written lease with Linwood Mill Realty, Inc. The decedent signed the lease as president of Linwood Mill Realty, Inc., and the defendant Deborah Kay Neumann signed as chair, chief executive officer, and founder of Maiden Merchant.

However, for reasons we discuss below, our conclusion does not affect the judgment of the Probate Court, which we now affirm. We reserve for later discussion certain facts related to posttrial motions. Racicot (decedent) owned the Linwood Mill (property), a commercial property located in Northbridge and Uxbridge.

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