Why a standard form
MYBA, an international yachting industry association, publishes standard contracts for the sale and charter of yachts, and its Memorandum of Agreement is the form most often used for the sale of pre-owned yachts of any size. Recent editions are designed to be completed and signed electronically. A standard form helps because every party, including the lawyers, surveyors and stakeholders involved, knows what each clause does, and negotiation can concentrate on the commercial terms rather than on drafting.
A standard form is not a neutral one in every detail. Clauses can be amended, and additional clauses are common. Your lawyer should review the draft before you sign, and we check that the particulars in it match what was agreed.
What the contract sets out
The MOA records the parties, the yacht and her identifying details, the price and its currency, the deposit and who will hold it, the inventory that is included, and the place and latest date for closing. It also fixes the timetable for the sea trial and condition survey and the notice periods that follow them. Each of those is a blank to fill, and each has consequences later.
The inventory deserves attention. Tenders, water toys, spare parts, artwork and even the tableware are either included or excluded, and a line in the contract settles which. Anything personal to the seller should be named as excluded, and anything you expect to find aboard should be named as included.
Deposit and stakeholder
On signing, the buyer pays a deposit to a stakeholder, a neutral party who holds the money under the terms of the contract. Earlier editions of the MOA fixed the deposit at ten per cent of the price, payable within a few banking days of signing; more recent editions leave the amount to be agreed, and ten per cent remains common. The stakeholder releases the deposit only as the contract allows: to the seller at closing, or back to the buyer, less any permitted costs, if the yacht is rejected in accordance with the contract.
Our guide to deposit, escrow and closing explains the stakeholder's role and the movement of money in more detail.
Conditions, acceptance and rejection
The heart of the MOA is the inspection stage. Once the deposit has been received, the yacht is made available for a sea trial and a condition survey, and the buyer then gives notice within the contractual period. The options are, in broad terms, to accept the yacht, to accept her subject to the repair of defects identified by the surveyor, or to reject her. Silence at the end of the notice period is usually treated as acceptance.
The contract also covers what happens if either side fails to perform. A buyer who does not complete after acceptance puts the deposit at risk; a seller who cannot deliver the yacht as agreed must return it and may face a claim. The clauses on force majeure and termination set out these rights, and they are the clauses to read with your lawyer before you sign, not after.
Closing documents
At closing the balance is paid, title passes and the yacht is delivered. The documents exchanged typically include the Bill of Sale transferring ownership, a Protocol of Delivery and Acceptance signed by both parties to record the moment of handover, evidence that the yacht is free of registered mortgages and debts, the deletion certificate if she is changing flag, and, where the seller is a company, evidence of its good standing and of the authority of the person signing. The contract should list these so that nobody is still collecting them on the day.
Where the yacht is delivered matters too. For tax reasons a closing is sometimes arranged outside territorial waters rather than in port. That is a decision to take with your tax adviser, and once taken it is written into the contract.
Smaller yachts
For smaller yachts other forms are used, including the RYA's agreement for the sale and purchase of a second-hand boat, which follows the same logic: a deposit, a condition of survey and sea trial, and a Bill of Sale on completion. Whatever the form, the questions are the same, and we take you through each of them before you sign.
Our part at the contract stage
We prepare the particulars with you and the seller's side from what has been agreed: the price, the deposit, the dates, the place of closing and the inventory. When the draft is ready we go through it with you alongside your lawyer, so that you understand what you are signing and which dates will matter later.
Once it is signed we keep the timetable: the date the deposit is due, the sea trial and survey dates, the end of the notice period and the closing date. Every one of them has a consequence if it is missed, and none of them should come as a surprise.
Questions buyers ask
Is the MYBA MOA legally binding?
Yes. Once signed it is a binding contract, governed by the law chosen in it. That is why the particulars and any amendments should be reviewed by your lawyer before signature.
Can the terms be changed?
Yes. The blanks are negotiated for every sale, and additional clauses are common. Anything agreed in conversation should be written into the contract, because the contract is what will be relied on.
What happens to my deposit if I reject the yacht?
If you reject her in accordance with the contract, the stakeholder returns the deposit, less the costs the contract allows to be deducted, such as certain survey, haul-out and trial expenses.
This guide is general guidance as at September 2026, not legal or tax advice. Your own adviser confirms the position for your purchase.
