Daniel Saunders
Solicitor

Watson, Farley & Williams, Singapore

Introduction

The Singapore Sale Form (the “SSF”) is a new pro‑forma memorandum of agreement for the sale and purchase of second‑hand ships introduced by the Singapore Maritime Foundation in January 2011. It is a direct competitor to the widely used Norwegian Sale Form 1993 (the “NSF”) and the Nipponsale 1999 Form (“Nipponsale”) and purports to offer an evolutionary step forward in relation to such contracts (referred to generally in this article as “MOAs”).

Whilst there are many good articles outlining the major differences between the SSF and the NSF and Nipponsale forms, there are few that provide guidance concerning the approach to drafting the SSF. As is well known, both the NSF and the Nipponsale have issues that need to be addressed by way of drafting amendments in order to produce a legally sound document that reflects the intentions of the parties. Whilst the SSF contemplates some of the issues not addressed by the NSF and Nipponsale, the necessity for drafting amendments applies equally to the SSF. This article outlines potential issues that may arise out of the wording found in the standard clauses of the SSF and provides suggestions as to how such issues should be approached.

This article does not touch on every issue which may arise and as with the NSF and Nipponsale, both the buyers and the sellers (and their advisors) must look carefully at every provision to ensure that the drafting properly reflects the commercial agreement of the parties. Where appropriate, this article makes comparisons between the wording of the standard SSF clauses and that of the NSF and Nipponsale forms. Furthermore, it should be noted that some of the wording of the SSF is similar to that of the NSF and it is advisable therefore to refer to existing commentary on the issues found in the NSF to supplement the guidance in this article.

It is also important to note that the NSF and Nipponsale rely on a foundation of years of case law in relation to their standard wording. There is also a strong sense of “market standard” alteration of the wording of the standard provisions of the NSF and Nipponsale forms. Without the existing base of legal precedent it is difficult to say how certain provisions of the SSF will be interpreted when tested in the courts or in arbitration. One would expect that in most cases, the findings would be consistent with past judgements concerning NSF based MOAs, however, only time will tell if this will be the case.

The clauses of the SSF will be addressed in the order they appear in the standard form. Please note that this article should not be substituted for formal legal advice on any matter. I certainly hope that you find this article useful.

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New Singapore Sale Form

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.

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The Singapore Ship Sale Form

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.