Real estate developers, contractors, and those in business regularly enter into agreements all the time – leases, contracts, promissory notes, deeds of trust, assignments, etc. A breach of any of those agreements can subject one to a lawsuit. Plaintiffs have a limited period of time within which to sue – that is called the statute of limitations. What is the typical statute of limitation during which one may be sued or one may sue? In some states, it is typically 3 years (District of Columbia and Maryland) and in others 2, 3, or 5 years (Virginia).¹ However, in the District of Columbia and in Maryland, that period of time may be extended to as long as 12 years by adding just a few words (DC 2 and MD 3 ); these words could be either the word “seal” next to one’s signature or "witness my hand and seal" or "signed and sealed." In Virginia, this is not applicable.

What is the import of this? Take for example a lease under “seal.” Commercial tenant’s term is over and tenant moves out. Under the lease agreement, tenant was responsible for common area maintenance/taxes and insurance as pass-through. Several years after having moved out, the tenant receives an invoice for “unbilled” charges from the landlord. Must the former tenant pay? Assuming the charges are properly billed, the answer would be yes, provided the claim was brought within the “extended” statute of limitations of 12 years. Accordingly, extreme care must be taken in executing agreements to ensure that one knows the applicable statute of limitations involved. One should never permit the word "seal" to be used in any agreement unless one wants to leave open this “extended” statute of limitations.