Definition
A simple contract is any contract not made under seal and not a contract of record. It is the ordinary, everyday form of agreement — enforceable by virtue of the parties' mutual assent and consideration, and evidenced either by spoken words, informal writing, or both. The term operates in direct contrast to a specialty contract (a deed or contract under seal), and to contracts of record such as judgments or recognizances. A simple contract requires consideration to be binding; a specialty contract traditionally did not, the seal itself serving as a substitute.
Common Confusion
SIMPLE CONTRACT vs. SPECIALTY CONTRACT vs. PAROL CONTRACT: These three terms are frequently encountered together in historical sources and can mislead researchers. A specialty contract is one executed under seal, carrying formal solemnity and historically distinct rules on limitations periods and the necessity of consideration. A parol contract is sometimes used as a synonym for simple contract, but strictly speaking "parol" means by oral word only, whereas a simple contract includes both oral and written agreements not under seal. Burrill is explicit on this point: a simple contract covers both verbal and written agreements, making it the broader category. Using "parol" and "simple contract" interchangeably — as many older sources do — can obscure whether a written but unsealed agreement is under discussion.
Why It Matters in Research
The principal research trap is historical: the distinction between simple contracts and specialties carried enormous practical consequences that have largely disappeared in modern law. Researchers working in pre-twentieth-century sources will encounter two differences that affect how cases were pleaded and decided.
First, the limitations period. In English and early American law, actions on simple contracts were time-barred sooner than actions on specialties. A debt secured by sealed instrument could be pursued for twenty years; a simple contract debt might expire in six. Case outcomes often turned on which category applied. When reading older decisions, do not assume the court's reasoning on enforceability carries forward into modern doctrine without checking whether the seal distinction was dispositive.
Second, the administration of decedents' estates. Bouvier's note on 32 & 33 Vict. c. 46 (the Administration of Estates Act 1869) marks a watershed: before 1870, simple contract creditors ranked behind specialty creditors in estate administration. The equalization introduced by that statute was a significant shift. American jurisdictions followed varied timelines in reaching comparable results. Researchers tracing creditor priority in estate cases must identify the governing date and jurisdiction carefully.
Third, the seal's substantive decline. The seal's common-law function as a consideration substitute eroded across American jurisdictions through the nineteenth and twentieth centuries, with many states abolishing the distinction by statute. The Uniform Commercial Code effectively eliminates the seal's legal effect for contracts within its scope. This means sources from different eras may use "simple contract" to mark a meaningful legal boundary or to make a distinction that, by the time of the source, had already been flattened by statute. Check the jurisdiction's seal abolition history before relying on a simple/specialty distinction found in older authority.
Finally, in modern usage the term "simple contract" has largely dropped out of American legal practice. When it appears in contemporary writing, it typically signals either a historical analysis, an English law discussion (where specialty doctrine persisted longer), or academic contract theory. Plain-language drafting guides and modern commercial practice simply call these "contracts."
Historical Dictionary Support
The shelf sources converge tightly on the core definition and share a common citation lineage back to Chitty on Contracts. Black's, Bouvier's, and Burrill all echo Chitty's formulation nearly verbatim; Burrill adds the useful clarification that the category includes both verbal and written agreements, which prevents over-reading "parol" as the exclusive mode.
Rapalje & Lawrence provides the most analytically useful explanation, tracing the etymology of "simple" to the idea that these contracts subsist by reason simply of the parties' agreement — no additional solemnity required. This origin story helps researchers understand why consideration became the necessary substitute for the seal's evidentiary weight.
What the historical sources collectively underemphasize is the jurisdiction-specific pace of the seal's decline in America. Their framing tends to reflect English law and the older common law baseline. Researchers relying solely on these dictionaries may not appreciate how rapidly and unevenly American states departed from the specialty/simple contract binary.
Jurisdictional Note
Most American states have abrogated or severely diminished the legal effect of a seal by statute, collapsing the practical distinction between simple and specialty contracts for most purposes. English law retained the distinction more robustly and for longer. In jurisdictions where the distinction still has residual effect — primarily for limitations periods in some states — the classification of a contract as simple or specialty can still determine the outcome of a stale debt action.