## Facts

- William Wagner signed a written contract with Lectrox Corporation that restricted Wagner from working for other companies in the electrostatics field.
- The contract was executed “under seal” (i.e., marked as sealed, sealed with wax, or both).
- After leaving (or attempting to leave) the relationship with Lectrox, Wagner had difficulty obtaining work because potential employers were concerned about the contract’s employment restrictions.
- Wagner sued Lectrox seeking a declaration that the restrictive contract was invalid.
- Wagner’s primary argument was that the contract was unenforceable because Lectrox had provided no consideration in exchange for Wagner’s promise not to compete.
- Lectrox moved for summary judgment, arguing that consideration was not required because the agreement was under seal.
- The trial court granted summary judgment for Lectrox, and Wagner appealed.

## Issues

1. Under Massachusetts law, may a contract executed under seal be invalidated for lack of consideration?
2. If lack of consideration is the only asserted defect, is summary judgment for the party seeking enforcement of the sealed contract proper?

## Decision

- The Massachusetts Appeals Court affirmed the judgment for Lectrox.
- The court held that, in Massachusetts, a seal has continuing legal effect and makes a promise enforceable without proof of consideration.
- Because Wagner’s challenge rested on the absence of consideration, and the agreement was under seal, Wagner did not present a basis that could invalidate the contract as a matter of law.
- With no triable factual dispute material to the dispositive legal rule, summary judgment was appropriate.

## Legal Principles

- In Massachusetts, an instrument executed under seal is enforceable without consideration; the seal serves as a substitute for consideration for purposes of contract enforceability.
- When the controlling legal rule makes a disputed fact immaterial (such as whether consideration was given for a sealed agreement), summary judgment may be granted.
- A party seeking to avoid a sealed contract must rely on a legally recognized ground other than lack of consideration (for example, a defect in formation or another recognized defense), and must support that ground with record facts.

## Conclusion

The Appeals Court enforced Wagner’s sealed noncompete agreement and affirmed summary judgment for Lectrox because, under Massachusetts law, a seal makes the agreement binding even if Lectrox gave no consideration, leaving Wagner without a legally sufficient basis to invalidate the contract on that theory.


Wagner v. Lectrox Corp., 348 N.E.2d 451 (1976)