Warfield v. Baltimore Gas and Elec. Co.
Decision Date | 01 September 1985 |
Docket Number | No. 148,148 |
Citation | 512 A.2d 1044,307 Md. 142 |
Parties | Barbara L. WARFIELD v. BALTIMORE GAS AND ELECTRIC COMPANY. , |
Court | Maryland Court of Appeals |
Brian G. West, White, Page & Lentz, Towson, for appellant.
Ronald D. Byrd, Baltimore, for appellee.
Before MURPHY, C.J., and SMITH, ELDRIDGE, COLE, RODOWSKY, COUCH and McAULIFFE, JJ.
We shall hold in this case that the inclusion of the word "seal" in a pre-printed form executed by an individual is sufficient to make the instrument one under seal.
In 1979 appellant, Barbara L. Warfield, executed a guaranty to appellee, Baltimore Gas & Electric Company (BG & E). It was on a regular form of the company. "(SEAL)" was printed at the end of each of the prepared lines on the form and appears after the signature of Warfield. The instrument does not recite that it is under seal.
On February 11, 1985, BG & E brought suit on the guaranty for services rendered up through February 2, 1982. It moved for summary judgment. Warfield opposed the motion on the ground that the suit was not brought within three years after the cause of action accrued. The trial judge found that the guaranty was under seal and entered judgment for BG & E.
Warfield appealed to the Court of Special Appeals. We granted a writ of certiorari prior to decision in the intermediate appellate court.
Maryland Code (1973) § 5-102(a)(5), Courts and Judicial Proceedings Article, provides that the statute of limitations for contracts under seal is twelve years. The issue thus presented is whether this was a contract under seal.
The fact that BG & E placed the seal on the instrument did not make it any the less the seal of Warfield. Line v. Line, 119 Md. 403, 407, 86 A. 1032, 1034 (1913); Keedy v. Moats, 72 Md. 325, 330, 19 A. 965, 966 (1890).
In General Petroleum Corp. v. Seaboard Terminals Corp., 23 F.Supp. 137 (D.Md.1938), Judge Chesnut said:
Judge Digges quoted this language for the Court in Federalsburg v. Allied Con., 275 Md. 151, 156, 338 A.2d 275, 279, cert. denied, 423 U.S. 1017, 96 S.Ct. 452, 46 L.Ed.2d 389 (1975). We also referred to this decision in Gildenhorn v. Columbia R.E. Title, 271 Md. 387, 317 A.2d 836 (1974), although we did not quote this exact language.
Judge Chesnut referred to Restatement of Contracts § 98(1) (1932), which states:
"A promisor who delivers a written promise to which a seal has been previously affixed or impressed with apparent reference to his signature, thereby adopts the seal."
It gives an illustration:
Restatement (Second) of Contracts § 98 (1981), states:
"Unless extrinsic circumstances manifest a contrary intention, the delivery of a written promise by the promisor amounts to the adoption of any seal then on the document which has apparent reference to his signature or to the signature of another party to the document."
The same illustration is given with the addition of "[u]nless A manifests a contrary intention":
In this instance there has been no presentation of any evidence manifesting a contrary intention.
Judge Chesnut referred to Federal Reserve Bank of Richmond v. Kalin, 81 F.2d 1003 (4th Cir.1936). There the court said:
In Trasher v. Everhart, 3 G. & J. 234 (1831), to which Judge Chesnut referred, the legend "(sl.)" appeared after each signature on a note. One attorney argued to our predecessors, "In this State, a scrawl, or a mark made with a pen, in the form of a seal, is per se, a seal, and that it is not necessary to be expressed in the body of the instrument, that it was the intention of the parties to give it the effect of a seal." His opponent contended, "There must be some expression in the body of the paper, showing that the party adopts it as his seal." The Court said:
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