Sale and Purchase

registration

port of registry

certificate of registry

changes of ownership

flag state/flags of convenience

ownership

right to own a british ship

co-owners

transfer of ownership

by sale

transmission of ownership

norwegian sale form

the bill of sale

registration of the bill of sale

effect of sale in a charterparty

forced transfer of ownership

order for appraisement & sale

sale pendente lite

ship mortgages

statutory mortgage

importance of registration

use of collateral deed

the mortgagee’s power of sale

the certificate of mortgage

mortgagee’s interest insurance (mii)

priorities

common law rules of priorities

ranking of possessory/maritime liens/mortgages

salvage/damage claims/necessaries claimants

Sale and Purchase (S&P) matters which are often tied up with ship registration and ship mortgages are document intensive and obviously require serious input from lawyers.

The Merchant Shipping Acts govern questions of ownership, transfer of ownership and ship mortgages and the Supreme Court Act provides the English high court with the admiralty jurisdiction to hear and determine any claim in respect of a mortgage or charge on a ship or share therein.

A forced sale by the court (order for appraisement and sale) is less common and usually follows arrest of the vessel and the non-provision of adequate security for a claim. The court may sell the vessel pendente lite upon the owner's default of appearance or failure to enter a defence.

S&P disputes are primarily quality or defect related and in English law we have a wealth of reported cases on which to rely.  The industry accepted form is the Norwegian sale form with additional clauses and we have a great deal of experience in litigating and arbitrating on the standard form albeit most of the disputes we handle arise from the interpretation of the additional clauses

The common law rules of priorities are primarily applicable to assess the recoverability of a mortgage but are also important to consider in relation to any forced sale by a creditor. The rules are complex but the Admiralty Marshall allways gets his costs of affecting an arrest first.

Newbuilding construction

shipyard standard form contracts

awes  (west european shipbuilders)

js  (japan ship owners)

nsf  (norwegian shipbuilders)

drafting and negotiation of bespoke contracts

payment terms, interim stages or balloon

ship's specification

risk remains with yard (during building)

buyer's responsibility

to take risk and title on delivery

ea trials to confirm performance acceptance on delivery

accepts all defects existing at time of delivery

warranty cover

defects discovered after delivery

usual period of 12 months

insurance considerations

builders' risk insurance

delay in delivery insurance

Ship newbuilding construction contracts are a very specialist area.  The shipyards' standard form contracts are tried and tested and known to be extremely favourable to the yard.  To level the playing field we are often asked to draft custom made contracts to the specific requirements of the buyer. We can then assist in the negotiation with the yard.  Areas of particular concern that we can assist with are:

Guaranteeing items of crucial importance to the buyer/the liquidated damage provisions such as:

(1) delay in delivery,

(2) deadweight,

(3) trial speed,

and (4) fuel consumption/the interface of the insurance clause with the delay in delivery clause/limiting the description of force majeure events/and last, but not least, the all important refund guarantee.

We have significant experience in drafting and negotiating newbuilding contracts with shipyards in Scotland, Norway, Spain, Poland, Japan and China.  None of our contracts have been the subject of litigation, however we have handled legal actions on many contracts not drafted by ourselves.