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If a document with a round company seal placed bottom of the document and if, it's been crossed with one line, it seems like the line is a part of the signature, but sometimes if it seems like it's a separate line made on purpose,

is this kind of seal is still valid? does any lines strike through the rubber stamp make it invalid?

is there any legal clauses describing validity/invalidity of rubber stamps in US, Australian law?

Just wondering, for the educational purpose.

Pretty_Girl3
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  • What makes a "rubber stamp" legal at all? Anyone can get a stamp made and hit documents with it. That doesn't mean there's any legal connotation to the stamp. – Scott May 23 '16 at 18:52
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    so, why does government use stamps with their logo on it? they could have just signed the documents ;) – Pretty_Girl3 May 23 '16 at 18:58
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    @scott seals can have special meaning in contract law –  May 23 '16 at 18:58
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    @Dawn surely not all rubber stamp seals have legal meanings. In which case, a line through any rubber stamp seal doesn't necessarily mean anything at all. Hence, the question... "what makes the seal have any legal connotation to begin with?" Note the question states "round company seal" which certainly doesn't allude to any direct legal indicator. Not meaning to argue :) But clarity is hepful. – Scott May 23 '16 at 19:18
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    @scott I was only answering your question "What makes a "rubber stamp" legal at all?" (Which really would get better answers as a standalone question). By calling it a "seal" that implies that is a special type of stamp that is intended to have legal significance. And sure, not all stamps necessarily have this meaning, but this question is only meaningful if the stamp (that the question calls a seal) is intended to have legal significance. –  May 23 '16 at 19:23

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If there is any ambiguity, such a seal should be fixed (and the document should be signed). However, discuss the matter your local contract attorney if considering this issue other than academically.

As to whether the seal is legitimate to begin with, I will provide a brief general discussion under US law (which varies by state even within the US). You would need to do a fairly careful analysis of the law in your jurisdiction, including law specific to the kind of document receiving a "seal."

There are a variety of places from which some seals might gain meaning. Ordinarily they would not have any special meaning, although if it is a custom or practice of a business to only use them on certain documents, that in itself could serve as evidence that those documents went through whatever process the company requires before sealing them. Its meaning in contract law in the United States would primarily be as evidence of that process (e.g. tending to show authenticity of the document, tending to show it was the final version, whatever requirements the company has as its standard business practice), although in some cases it could arguably be used as evidence of contract acceptance.

For example, for the sale of goods, the Uniform Commercial Code (a system of laws that each state modifies for itself and then adopts a version of) provides that

Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;

UCC Section 2-206(1) (emphasis added).

However, often contracts provide specifically that they can only be modified by a signed writing. So if a pre-existing contract specified that, then modifying it with a seal would be unlikely to succeed. Similarly, important contracts are often governed by a state's variation on the Statute of Frauds. In the context of the sale of goods, for example,

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker.

UCC Section 2-201 (emphasis added).

However, the statute of frauds is ordinarily a matter of state law that varies slightly by state.

In many cases the statute of frauds might be an effective bar to contract enforcement. Traditionally it includes certain kinds of contracts where greater formalism is required, such as contracts for the sale of land, contracts lasting more than one year, contracts to guaranty a debt, and other contracts where the law wants to minimize the possibility of ambiguity and fraud. There are also some exceptions, and in many states they would include the case where the party to be held to the agreement admits "Yes, I stamped that document and only stamp documents where other people use a signature."

Realistically, a seal following a certain business practice may very, very occasionally be useful as evidence tending to show authenticity, but unless you find a specific authority for it under the law of your jurisdiction, it doesn't have the meaning of a notarial seal or other special legal meaning.

That being said, there are some cases where a state's law may include a company seal as a legitimate method of "signing" a document. The Uniform Commercial Code would probably allow a seal to be used as a way of endorsing a check, for example.

(b) A signature may be made (i) manually or by means of a device or machine, and (ii) by the use of any name, including a trade or assumed name, or by a word, mark, or symbol executed or adopted by a person with present intention to authenticate a writing.

UCC Section 3-401

Tom
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