Ince & Co., Singapore
Ince & Co.
There has been wide publicity surrounding the Singapore Ship Sale Form 2011 (“SSF”) which was launched at the Singapore Maritime Foundation’s New Year Cocktail Reception 2011 on 6 January 2011.
A day before the launch, the Singapore Business Times carried one and a half pages on the impetus behind the SSF, and a short table containing a summary of the differences between the SSF and the Norwegian Sale Form (NSF93).
This paper explores some of the clauses which we think will be of interest to potential signatories to the SSF.
It is common for contracting parties to want additional security (beyond the 10% deposit) for their counterpart’s performance of the agreement. The SSF reminds the parties that they have this option1. A provision is also made in the signature box for the Guarantor’s signature. This represents a change from other commonly-used existing sale forms. It will also mean that the guarantee is “in writing” signed by the guarantor so as to comply with the Statute of Frauds under English law.
The SSF provides for an innocent party to commence a single arbitration against both the defaulting party and the guarantor who are jointly and severally liable2. This avoids the problem illustrated by the recent case of Stellar Shipping Co LLC v Hudson Shipping Lines3. Although Stellar has now clarified that, generally, a guarantor who has endorsed the underlying contract between the assured and his counterpart will be found to have also endorsed the arbitration clause in relation to its guarantee obligations, Clause 15 of the SSF puts this beyond doubt.
What if a guarantor does not endorse / execute the sale and purchase agreement, but chooses to enter into a separate guarantee document? In the latter case, the guarantor may wish to ensure that the benefits of Clause 15 of the SSF are retained. Amongst other things, this will avoid a situation where contradictory dispute resolution clauses are agreed in the SSF and in the guarantee document (see Transocean Offshore International Ventures Ltd v. Burgundy Global Exploration Corp4).
Ince & Co.
We are an international commercial law firm that serves its global client base from offices across Asia, Europe and the Middle East. We provide the best quality legal advice and strategic guidance to clients based in four core sectors: Transport, Trade, Energy & Infrastructure and Insurance.
By combining our sector expertise, legal knowledge and market experience, we deliver services in support of our clients’ most complex disputes, transactions and projects.
With over 500 people, including over 90 partners and more than 190 other lawyers worldwide, we practise English, French, German, Greek, Hong Kong and PRC law. Singapore law advice is provided by Incisive Law LLC, with whom we have a Formal Law Alliance. In jurisdictions where we do not have an office, we work with law firms with whom we have established strong relationships.
We enjoy working with our clients and seek to build lasting relationships with them. Understanding the commercial and technical aspects of their business and the markets in which they operate is important to us. It helps ensure that we provide the very best levels of service. We structure our teams to match the issues they face and to deliver the best value for money.
For details, please visit www.incelaw.com.
Ince & Co.
Chairman & Head of Office, Piraeus
(30) 210 455 1000
- Expert Analysis
The Singapore Ship Sale Form 2011 (“SSF”) was launched with much fanfare at the Singapore Maritime Foundation’s New Year Cocktail Reception 2011 on 6 January 2011. The SMF has been spear-heading the development of the SSF, the preparation of which has taken just under two years to complete.