Seller’s Obligations Under the MYBA Memorandum of Agreement (MOA)

The MYBA Memorandum of Agreement (MOA) is one of the most commonly used contracts in yacht sales, particularly for transactions in Europe and for larger yachts. It sets a clear framework for the responsibilities of both buyer and seller. For sellers, the MYBA MOA outlines a range of obligations designed to ensure transparency, fairness, and a smooth handover process.

Below is a detailed breakdown of what these obligations mean in practice.

1. EXCLUSIVE COMMITMENT

Once the MYBA MOA is signed, the seller agrees not to enter into any other sale agreement for the yacht until the existing one is either completed or terminated. This exclusivity protects the buyer and ensures the process remains focused and transparent.

2. CLEAR TITLE WARRANTY

At delivery, the seller must provide the yacht free of all debts, claims, and encumbrances. If any such issues arise after completion, the seller is obligated to indemnify the buyer. This requirement guarantees that ownership passes cleanly and without future complications.

3. LEGAL OWNERSHIP

Only the registered legal owner of the yacht, or a person with full authority to sell, may enter into the MYBA MOA. This ensures the seller has the legal right to transfer title and avoids potential disputes at closing.

4. DETAILED INVENTORY LIST

Within seven days of signing, the seller must submit a full inventory of all items included in the sale, whether onboard, ashore, or on order. This list must be reviewed, agreed, and signed by both parties, ensuring there are no surprises later regarding what’s included in the purchase.

5. SEA TRIAL AND SURVEY ACCESS

The seller must make the yacht available for both:

• Sea Trial – paid for by the seller.
• Condition Survey – paid for by the buyer.

These steps allow the buyer to verify the yacht’s condition before final acceptance. The seller’s obligation is to cooperate fully and ensure the yacht is ready for both activities.

6. CLOSING DOCUMENTATION

At delivery, the seller provides all required documents listed in Addendum One of the MOA, typically including:

• Bill of Sale
• Deletion Certificate
• Certificate of Registry
• Builder’s Certificate
• Proof of VAT status

These confirm legal ownership and facilitate re-registration by the buyer.

7. RUNNING COSTS UNTIL CLOSING

Until the deal is finalized, the seller continues to cover all running costs associated with the yacht, such as:

• Berthing
• Insurance
• Crew salaries
• Maintenance and operational expenses

This ensures the yacht remains in good condition and fully operational until handover.

8. FAILURE TO DELIVER

If the seller cannot deliver the yacht or necessary documents as agreed, the consequences are clearly defined:

• The buyer’s survey costs and broker’s commission become the seller’s responsibility.
• The buyer’s deposit is refunded with interest.
• The buyer may also claim additional provable losses.

This clause encourages accountability and timely delivery.

9. CONDITION AT DELIVERY

The yacht must be delivered:

• Afloat, and in the same condition as during the sea trial and survey (allowing for normal wear and tear).
• With all listed inventory items, including those on order.
• Without personal effects of the seller or crew.

This ensures the buyer receives the yacht as inspected and agreed.

10. NO USE AFTER INSPECTION

After the sea trial and survey are complete, the seller may no longer use the yacht. Responsibility for the vessel’s care and risk of damage remains with the seller until the sale is closed and title officially transfers.

11. TAXES AND APPROVALS

The seller is responsible for securing any government approvals necessary for the sale and must pay all related taxes and duties incurred before completion. This guarantees a compliant, clean transaction for both parties.

FINAL THOUGHTS

The MYBA MOA is designed to create a fair, transparent process for yacht sales, but it also places significant responsibility on the seller. By understanding and preparing for these obligations ,from title documentation to delivery, sellers can ensure a smooth closing, build buyer trust, and protect themselves from potential disputes after the sale.