Gildenhorn v. Columbia Real Estate Title Insurance Co

In Gildenhorn v. Columbia Real Estate Title Insurance Co., 271 Md. 387, 389, 317 A.2d 836 (1974), the Court of Appeals considered, inter alia, whether two title insurance policies were specialties. The insurance policies had the following testimonium clause: "IN WITNESS WHEREOF, Columbia Real Estate Title Insurance Company has caused its corporate name and seal to be hereunto affixed by its duly authorized officers." Id. at 390. Underneath that clause was printed the name of Columbia Real Estate Title Insurance Company, with the signatures of the president and secretary below that. Id. The corporate seal was printed over those signatures. Id. The Court examined the role that sealed instruments play in corporate transactions, stating: In the early law it was held that a corporation could not contract except under its corporate seal. This rule persisted, but was increasingly relaxed during the 19th century. Today, in the absence of charter or statute to the contrary, a corporation may bind itself by a writing not under seal to the same extent as an individual. As a result, the main purpose of the corporate seal now is as a prima facie authentication that the document is the act of the corporation and that the officers who have executed it have been thereunto duly authorized. This function of the corporate seal, however, must be distinguished from its use as a general seal. The mere fact that the corporate seal appears on the instrument other than in the usual place of the private seal would not make the instrument a specialty in the absence of a recital affixing the seal or of extrinsic evidence showing an intention to have it serve the function of a general seal. In other words, it is a question of fact in any specific case as to whether the corporation has employed its corporate seal as a general seal or whether it has adopted any other permissible form of seal as convenient for the purpose of authentication. Id. at 398 . The Gildenhorn Court concluded that the aforesaid testimonium clause in the insurance policies indicated an intention to establish an instrument under seal. Id. at 403, 406. Thus the Court held that the policies were specialities and, as a result, the twelve-year statute of limitations was applicable. Id. at 406.