Sec. 354. Execution Of Contract Of Sale

The parties to a contract for sale of real estate may sign it in person, or it may be signed for either party by the agent of that party. The broker's right to contract has already been discussed fully.5 If the contract is made by a person acting in a representative capacity, such as an executor for instance, he may sign the contract with his own name without adding his official title at the end of the signature, provided he is described in the contract in his representative capacity. If he is not so described, but still signs without proper addition of the official title to his signature, he becomes individually liable.

5 See Ch. IV supra.

It is also said, and in some states declared by statute, that an instrument executed by the grantee of a power, as for instance an executor or trustee with power of sale, conveying an estate or creating a charge which he would have no right to convey or create except by virtue of the power, shall be deemed a valid execution of the power, although the power be not recited or referred to therein. For example, if A is by deed or will given power to sell real property, and he has no beneficial interest in the property itself or in the proceeds of a sale thereof, a deed naming A merely as an individual, and signed by him as an individual, would in such case be held a conveyance by virtue of the power.

On the other hand, if A is given such power to sell and is beneficially interested in the property or in the proceeds of sale, a deed by him as an individual would convey only his individual interest, and in order to convey the entire property by virtue of his power of sale, it would be necessary either to describe him in the deed as trustee, executor, or whatever his official title may be, or that the deed contain a recital that it is made under the power of sale, or, at the very least, that A sign the deed with the words "as trustee, etc.," "as executor, etc.," as the case may be, added to his name. Failure to observe this distinction in the signing of such instruments sometimes leads to considerable difficulty.

No particular form of signature is necessary to bind a corporation. And it has been held that the agent who affixes the signature of the corporation need not add his own name after that of the corporation. It is always better, however, to have the full corporate signature affixed to the contract by some authorized officer and to have the corporate seal attached. Otherwise it may be difficult, when necessary, to prove the authority of the person who signed for the corporation. In any such case the name of the corporation is affixed, followed by the official signature of the affixing officer.6

It is always advisable to have a contract for sale of real estate acknowledged by the parties, as in some states a contract duly acknowledged is admissible in evidence without further proof, which is not the case when the acknowledgment is omitted.

6 See Sec. 44, 46 supra.