Definition
A debt arising from a contract that is not made under seal. This includes obligations created by oral agreement, implied conduct, or written agreements that lack the formalities of a sealed instrument. The defining characteristic is the absence of a seal — not the absence of writing. A debt by simple contract may be documented in a detailed written document and still qualify as a simple contract debt, so long as no seal is attached.
The term belongs to the traditional common law classification of contracts, which divided enforceable obligations into two principal categories: contracts under seal (specialty contracts, also called specialties) and simple contracts. Debts by simple contract fell into the latter category and were historically associated with less formal, more everyday transactions.
Common Confusion
DEBT BY SIMPLE CONTRACT vs. DEBT BY SPECIALTY: These two categories are the most fundamental division in common law contract classification and are frequently conflated in historical sources. A debt by specialty arises from a contract under seal — a bond, deed, or covenant bearing a wax or formal seal. A debt by simple contract arises from everything else: oral agreements, implied contracts, and unsigned or unsealed written agreements. The practical consequence historically was significant: debts by specialty typically carried longer limitation periods and were entitled to priority over simple contract debts in the administration of a deceased debtor's estate. A researcher finding a reference to "specialty" in older sources should not assume the modern meaning of a particularly important contract — it is a term of art pointing to this sealed/unsealed distinction.
Why It Matters in Research
This term is primarily a creature of pre-20th century common law and will appear most heavily in historical sources — treatises, equity reports, and early American case law dealing with estate administration, pleading in debt, and insolvency proceedings.
Several research traps apply:
First, the sealed instrument distinction has eroded almost completely in modern American law. Most U.S. jurisdictions have abolished or substantially diminished the legal effect of a seal by statute. When a 19th-century court or treatise distinguishes simple contract debts from specialty debts, the distinction may carry no operational meaning in a modern jurisdiction. Researchers must anchor the source in its era before drawing forward-looking conclusions.
Second, priority in estate administration is where this term most often appears in older equity and probate sources. Under traditional common law rules, a deceased debtor's assets were distributed to creditors in a defined order, and debts by specialty ranked above debts by simple contract. Researchers working with historical estate proceedings or early bankruptcy materials will encounter this hierarchy repeatedly.
Third, the statute of limitations consequences were material. Simple contract debts were historically subject to shorter limitation periods than specialty debts. Pleading records from the 18th and 19th centuries may turn on this distinction, and researchers should not assume modern limitations law governed.
Fourth, Burrill's reference to ascertainment "by mere oral evidence" reflects an older evidentiary framing, not a requirement that the contract be oral. The point was that simple contract debts lacked the self-proving formality of a sealed instrument and therefore required extrinsic evidence to establish. This is context for understanding how courts discussed proof of such debts, not a definition requiring that the debt be unwritten.
Historical Dictionary Support
Black's and Burrill's are substantially in agreement on the core definition: a debt or obligation arising from a contract not under seal, whether oral, implied by conduct, or written but unsealed. Both sources emphasize the sealed/unsealed distinction as the operative line.
Burrill adds the evidentiary dimension — that ascertainment depends on "mere oral evidence" — which reflects the common law practice of treating sealed instruments as self-authenticating in ways that simple contracts were not. This framing is historically accurate but can mislead a modern reader into thinking only oral debts qualify. Black's is somewhat cleaner on this point, specifying that a written agreement not under seal counts as a simple contract debt.
Neither source fully foregrounds the practical stakes — estate priority, limitation periods, pleading in assumpsit versus debt — which were the contexts in which this classification actually mattered in litigation. Researchers relying solely on these definitions without consulting a treatise like Blackstone's Commentaries (cited by Burrill at 2 Bl. Com. 465) or a dedicated treatment of common law pleading will miss why courts cared about the distinction.
The stray material appearing in Burrill's entry ("To break down, as a hedge" and the Anglo-French references) is artifact from an adjacent entry in the original source and has no bearing on this term.
Jurisdictional Note
The sealed instrument distinction, and with it the practical legal significance of this category, has been largely eliminated in the United States by statute. Most states have enacted laws providing that the presence or absence of a seal does not affect enforceability or alter the applicable limitations period. The term retains relevance primarily for historical research into common law jurisdictions and early American practice.