Articles Contract Negotiation: Understanding the MOA and What the Clauses Mean for You

From deposit terms and survey conditions to delivery obligations and default provisions, the MOA establishes the framework that governs every stage of a yacht sale and helps ensure the transaction progresses securely and transparently.

The Memorandum of Agreement (MOA) is the contract that transforms an agreed offer into a committed yacht sale. Within the superyacht market, the industry standard is the MYBA MOA, published by the Mediterranean Yacht Brokers Association and used across the majority of central agency transactions worldwide.

At first glance, it appears relatively straightforward, a concise document made up of standard clauses and schedules. In practice, however, each clause allocates responsibility, defines risk, and shapes how the transaction will proceed if complications arise. Small adjustments in wording can carry significant commercial consequences, particularly in cross-border transactions involving multiple jurisdictions, lenders, or regulatory considerations. Understanding how the MOA functions is therefore less about legal technicalities and more about understanding how the sale itself is protected, managed and ultimately completed.

Price and Deposit

The MOA establishes the agreed purchase price and sets out the framework for the initial deposit, which is typically 10% of the purchase price and payable within three banking days of signature. The deposit is held in escrow until closing and serves to secure commitment from both parties while the transaction progresses through survey and acceptance. In most superyacht sales, the agreed price is expressed net to the seller, with brokerage commission deducted from the sale proceeds at closing rather than added separately.

Particular attention should be given to the practical definitions within this clause, especially in international transactions. The interpretation of “banking days” can vary between jurisdictions, while the choice of escrow agent is equally important. Independent escrow arrangements or regulated client accounts generally provide the strongest protection for all parties involved.

Sea Trial

The sea trial is typically conducted at the seller’s expense and gives the buyer an opportunity to assess the yacht under normal operating conditions. Usually lasting between two and four hours, it allows the buyer and their representatives to evaluate performance, onboard systems and the overall operation of the yacht before moving to survey.

Following the sea trial, the buyer will generally either proceed to survey or formally reject the yacht, in which case the deposit is refunded, excluding the sea trial costs.

The detail within this clause is more important than it may first appear, particularly when it comes to location. If the wording is too broad, the seller may become responsible for repositioning the yacht to another port for sea trial, potentially creating unnecessary cost and logistical complexity. For this reason, the location and operational parameters of the sea trial are usually agreed carefully during negotiation.

Survey and Acceptance

The survey and acceptance clause is often the most commercially significant section of the MOA, as it governs the buyer’s rights following inspection of the yacht. The buyer is entitled to conduct both in-water and out-of-water surveys at their own expense. Following completion, the buyer may accept the yacht unconditionally, reject it on the basis of a material defect, or proceed subject to agreed remedies or adjustments.

This stage frequently becomes the focal point of negotiation. The definition of “material defect”, the seller’s right to review survey findings, and the timeframe within which the buyer must make a decision all require careful drafting. Well-structured wording creates transparency and allows reasonable opportunity for discussion or remedy before rejection rights are exercised. Without that balance, relatively minor issues can sometimes become grounds for uncertainty or withdrawal from the transaction.

Encumbrances and Title

The MOA requires the yacht to be delivered free from mortgages, liens and other financial or legal claims at closing. If the yacht is currently financed, the mortgage is typically discharged during the closing process using part of the sale proceeds.

However, this clause extends beyond bank financing alone. Unpaid supplier invoices, shipyard accounts or other outstanding operational costs can, in certain jurisdictions, create claims against the yacht if they are not resolved before completion. For this reason, reviewing and settling any outstanding liabilities before closing forms an important part of preparing the yacht for sale.

Inventory

The inventory schedule defines exactly what is included within the sale and should never be treated as a secondary administrative exercise. Tenders, toys, spare parts, artwork, branded items, wine collections and loose equipment all need to be addressed with precision.

Many avoidable disputes arise from assumptions around inventory rather than disagreements over the yacht itself. Clear drafting, supported by detailed listings and photographic records where appropriate, helps remove ambiguity before closing. Equally important is the explicit exclusion of personal items intended to remain with the seller.

Condition at Delivery

The yacht is required to be delivered in the same condition as at sea trial, allowing for fair wear and tear during the intervening period. The clause also governs the status of class and flag certification at delivery. Buyers will understandably expect all certificates to remain valid for a reasonable period following completion, particularly where operational or charter plans are already in place. As a result, certificate validity periods are typically negotiated carefully in order to avoid immediate renewal obligations passing to the buyer after closing.

Risk and Insurance

Until delivery formally takes place, the yacht remains at the seller’s risk and under the seller’s insurance arrangements. Risk transfers only upon completion of delivery and execution of the relevant closing documentation. Although relatively straightforward in structure, this clause ensures there is no ambiguity regarding responsibility should damage or operational issues arise prior to handover.

Closing Mechanics

Closing takes place at an agreed location and on a specified date, with the transfer of ownership and funds occurring simultaneously. At closing, the balance of the purchase price is transferred, the Bill of Sale is executed, and the Protocol of Delivery and Acceptance is signed on board. Registry formalities, notarisation requirements and corporate documentation are coordinated alongside the transfer process to ensure legal completion occurs cleanly and without delay.

Given the number of parties often involved, including brokers, lawyers, lenders, registries and corporate representatives, coordination and timing become particularly important during this stage.

Taxes and Duties

Responsibility for taxes and duties is allocated within the MOA, although the practical implications depend heavily on the yacht’s existing VAT position, import status and flag structure.

Typically, buyers assume responsibility for VAT on import, import duties and registration-related costs arising from ownership transfer, while sellers remain responsible for taxes associated with the sale itself. Because these considerations frequently involve multiple jurisdictions, tax advice should form part of the transaction process from an early stage rather than being addressed only at closing.

Default Provisions

The MOA also establishes the remedies available should either party fail to complete the transaction. Where a buyer defaults without valid cause, the deposit is generally forfeited. Under standard MYBA terms, this is commonly divided between seller and broker, although additional remedies may also apply depending on the circumstances. If the seller defaults, the deposit is refunded and the buyer may seek recovery of associated costs.

The detail within these clauses matters considerably. Definitions of default, notice requirements and permitted delays all influence how disputes are interpreted if timelines shift unexpectedly during closing.

The Clauses Beyond the Standard MOA

Some of the most commercially important points within a yacht sale are often handled outside the standard form itself through supplementary addenda. These may include crew retention arrangements, charter booking transfers, intellectual property rights relating to the yacht’s branding or name, and provisions for post-closing warranty matters. Addressing these points early in the negotiation process generally leads to a smoother and more predictable closing phase.

The Practical Importance of the MOA

The MYBA MOA is a well-established contractual framework, but it does not automatically protect either party. Its effectiveness depends on how the clauses are negotiated, how clearly responsibilities are defined, and how carefully the transaction is structured around the realities of the yacht itself. Strong preparation, precise drafting and clear coordination between broker and legal advisors remain central to a successful outcome. The MOA ultimately governs the entire transaction, both when everything proceeds smoothly and when complications arise.

Explore the Market

Successful yacht transactions depend on more than the agreed price alone. Clear contractual structuring, careful negotiation and a well-managed closing process all play an important role in protecting the interests of both buyer and seller.

To explore the market further, you can discover the current collection of yachts for sale, view charter opportunities worldwide with our yachts available for charter, or explore our selection of recently sold yachts to gain a clearer picture of activity and demand across the superyacht market.

For discreet guidance on MOA negotiations, transaction structures, buying or selling, please contact our Team of experts. With extensive experience across complex yacht transactions, our team is well positioned to assist at every stage of the process.

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