The New International Encyclopædia/Specialty

SPECIALTY. In law, in its broadest sense, any formal, as distinguished from a simple, contract, including judgments, recognizances, statutes staple, statutes merchant, and deeds of grant; but the term is more frequently used as synonymous with contract under seal. Contracts under seal were the earliest form of contract known to the law, having been used from the earliest time both under the common and the Roman law system. Unlike simple contracts, no consideration is required to give them validity at law, their validity, as in the case of all other specialties, depending on their form and the method of their execution. They must be written or printed on paper or parchment and they must be sealed and delivered by the grantor or obligor. It is said that signing a deed by the obligor is not essential to the validity, although it is now the universal practice to execute the instrument by signing as well as by sealing and delivering it. Delivery is effected by an actual delivery of the instrument by the person executing it to the obligor or to another for the obligor with the intent that it should become operative as a deed or contract under seal. After sealing and delivery the instrument remains in full force even if the person executing it take it back into his possession. One executing a specialty may, however, make a qualified delivery of it called a delivery in escrow (q.v.). Formerly specialties were classified as deeds poll and indentures (see Deed), but now the most satisfactory classification of specialties (using that term as applicable only to instruments under seal) is into grants, bonds, and covenants (qq.v.). All statements contained in a specialty are absolutely conclusive against the party making them and executing the instrument, that is, he is conclusively estopped to deny them. Whenever a specialty contract is given on account of or in place of a simple contract, the simple contract is merged in the specialty contract and thereby becomes extinguished. (See Merger.) The statute of limitations provides a much longer period of limitation for specialties than other forms of obligations, the usual period being twenty years. (See Limitations of Actions.) In case of the death of the obligor the holder of specialty obligations executed by the deceased had at common law much higher rights against his estate than the holder of simple contract obligations. (See Administration.) Although consideration is not necessary to give legal validity to a specialty, courts of equity will not grant their peculiar form of relief by way of specific performance to one who has not given consideration for the specialty obligation which he holds. See Specific Performance; Trust; Uses.

It was formerly held that a corporation could contract only by specialty under its corporate seal. This, however, is no longer the rule in the United States, where it is held that a corporation may enter into contracts by its proper officers without the use of its seal, wherever a private individual might so contract. For further information consult such titles as Contract; Bond; Deed; Covenant; Seal; Equity; Consideration, etc., and consult the authorities referred to under Contract and Seal.