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MYBA MOA

Clause by Clause

9 December 2022

Last revised

minutes

11

Reading time

Other standard forms are in use, but the poorly drafted and incomplete MYBA Memorandum of Agreement (MOA) remains the standard agreement for the sale and purchase of yachts, used by brokers large and small, whether a member of that organisation or not. Before considering what needs to be added, let’s look at what’s there at the outset.

minutes

11

Reading time

9 December 2022

Last revised

Other standard forms are in use, but the poorly drafted and incomplete MYBA Memorandum of Agreement (MOA) remains the standard agreement for the sale and purchase of yachts, used by brokers large and small, whether a member of that organisation or not. Before considering what needs to be added, let’s look at what’s there at the outset.

  • The article focuses on the MYBA Memorandum of Agreement (MOA) November 2008 edition, which is the most commonly used contract in large yacht sales and purchases.

  • The MOA should not be accepted at face value, and it is crucial to amend and supplement it before any transaction takes place.

  • Clause 14 allows the seller to negotiate with other potential buyers as long as no commitments are made, even after signing the MOA.

  • Clause 15 removes the statutory buyer protection provided by the Sale of Goods Act 1979 (as amended), and it is important to clarify the meaning of "warranty" in this context.

  • The list of things that the vessel should be "free and clear of" in Clause 15 should be expanded to avoid ambiguity and potential disputes.

  • Clause 16 highlights the importance of maintaining an inventory of the vessel's items, especially for larger vessels, and clarifies the consequences of rejecting the inventory.

  • Clause 17 emphasizes the mandatory nature of making the vessel available for sea trials and surveys, and precautions should be taken to prevent conflicting charter arrangements.

  • Clause 18 requires the seller to provide specific documents known as "Addendum One" that prove compliance with regulations and establish the vessel's value and validity of the sale.

  • The list of things that the vessel should be "free and clear of" in Clause 15 should be expanded to avoid ambiguity and potential disputes.

  • Clause 16 highlights the importance of maintaining an inventory of the vessel's items, especially for larger vessels, and clarifies the consequences of rejecting the inventory.

  • Clause 17 emphasizes the mandatory nature of making the vessel available for sea trials and surveys, and precautions should be taken to prevent conflicting charter arrangements.

  • Clause 18 requires the seller to provide specific documents known as "Addendum One" that prove compliance with regulations and establish the vessel's value and validity of the sale.