Prof. Charles Debattista
Professor of Commercial Law, Institute of Maritime Law, University of Southampton
Arbitrator and Associate Member, Stone Chambers, London

Avv. Filippo Lorenzon
Director, Institute of Maritime Law
Senior Lecturer in Maritime and Commercial Law, University of Southampton

January 2011 sees the launch of a new standard form contract for the sale of ships: the Singapore Ship Sale Form 20111, to address the pressing need for revision considering how shipping had evolved over the years. The newborn is the work of a team of experts pulled together under the auspices of the Singapore Maritime Foundation and the result of a very thorough review of the legal and practical difficulties the use of its rival forms has generated in the last decades, particularly in the rising Asian market.

With its 17 clauses and 293 lines without amendments, alterations and riders, the SSF is slightly longer than the latest NSF2 and the Nipponsale 19993. Although no formal division in parts4 or pages5 is made on the form, the standard form is divided into two parts: a front page with 11 boxes to be filled by the parties and/or their representatives and a second part containing the other 17 numbered clauses. This particular structure will look very familiar to those conversant with the Nipponsale 1999 form and represents a marked improvement over the NSF for a very simple reason: the simple reference which most clauses make to one or more boxes on the first page renders it unnecessary for the brokers to fill or complete the actual clauses of the contract with names, dates and other details: this reduces significantly the risk of minor omissions, mistakes and alterations which may give rise to unnecessary disputes. This is, of course, not to say thatthe SSF is perfect for every deal or that it should never be amended; quite the contrary. Any standard form contract must be considered as a ‘set menu’ of clauses, carefully drafted for the ‘average deal’ and as such not ready for use yet. Every buyer, seller, vessel, deal is different and whichever the standard form used by the parties; it must be adapted to the deal at stake6. The SSF is no different: it must be considered as a starting point for the parties, their brokers and lawyers to negotiate the contract and reach an agreement for the sale of a specific vessel to a specific buyer. The adaptable nature of the SSF is very apparent on its first page, designed in boxes to be filled with the details of the parties, the vessel and the key terms of the deal. But the entire document must be read and understood in exactly the same way and must be intelligently adapted to the specific circumstances of the sale at stake. There are of course risks in amending standard form contracts, the most prominent of which is that every time one word is added to or deleted from a clause the entire meaning of that clause – and at times a number of other clauses in the contract – may be affected while earlier decisions interpreting the same clause may be distinguished by virtue of the new wording, hence generating a certain degree of unpredictability. For obvious reasons this last risk is less of an issue with the SSF, a form still in its infancy.

As a standard form contract for the sale of second hand tonnage, the SSF cannot be considered a revolution but rather an evolutionary leap forward which accounts for the most common additions, amendments and alteration to the current forms and incorporates many of the suggestions received from the industry. The aim of this short publication is to offer the reader a brief account of the main innovations contained in this form and a quick comparison with the NSF and, where appropriate, the Nipponsale 1999.

In order to achieve this within the limited space available we have chosen the five clauses which – in our opinion – offer the most interesting departures from those contained in the forms currently available. These are:

  1. Clause 1: Deposit
  2. Clause 5: Notices and Notice of Actual Readiness
  3. Clause 8: Documentation
  4. Clause 9: Encumbrances
  5. Clause 15: Arbitration

These clauses and the innovations they bring will be dealt with in some detail in the following pages.

  • Institute of Maritime Law, University of Southampton

    The Institute of Maritime at the University of Southampton Law was founded in 1982 to give focus to an existing interest in maritime and international trade law as these subjects had been an important feature of law at Southampton for some ten years.

    The Institute is now composed of 15 Members and has established an international reputation. Although part of the Southampton Law School, the Institute is privately funded. It meets its costs from earned income and from sponsorship.

    The Institute maintains a fully staffed office and employs Research Assistants to assist with Institute projects. It maintains the specialised Philippa Kaye Library which contains a wide range of maritime law materials. Close connections are maintained with leading maritime lawyers, academics, maritime law associations and international organisation based all over the world. These include IMO, BMLA, IOPC, UNCITRAL, CMI as well as maritime law research centres at Oslo, Tulane, Rotterdam, and Hamburg to name but a few.

    The Institute runs a large variety of courses and seminars, undertakes consultancy on all aspects of maritime and shipping law and has been commissioned by a large variety of bodies, associations, corporations and law firms to advise on UK, foreign, public international and convention law.

    For details, please visit www.southampton.ac.uk/iml.

Media Contacts
  • Institute of Maritime Law

    Prof. Charles Debattista
    Professor of Commercial Law

    Avv. Filippo Lorenzon
    Director

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