There are two cases in which the old common law required that a contract should be made under seal, namely: (1) Where the contract was not founded on a consideration; and (2) where it was made by a corporation.
A gratuitous promise, or contract for which there is no consideration, must be made by deed; otherwise it will be void. This has already been shown to furnish a distinguishing characteristic between contracts under seal and simple contracts. It is unnecessary to say more on the subject.
Under the old common law the rule was that, with a few exceptions, a corporation could only contract under the corporate seal,
59 New York and New Jersey.
60 Aller v. Aller, 40 N. J. Law, 446. See "Contracts," Deo. Dig. (Key-No.) § 48; Cent. Dig. § 406.
but this rule has long been repudiated in this country, and now a corporation, unless restricted by its charter or by statute, may contract in the same manner as a natural person. This will be more fully explained in another connection.61
At common law, a conveyance of land was not required to be by deed, but in most jurisdictions this is necessary. It is not necessary to go into the question, as it belongs more properly to the subject of real property. Sometimes a seal is made necessary by statute in the case of particular contracts.
61 Post, p. 241.