Iain Goldrein - Ship Sale and Purchase

SHIP SALE
AND PURCHASE

SIXTH EDITION

LLOYD'S SHIPPING LAW LIBRARY
Series editors: Andrew W. Baker Q.C. and Hatty Sumption

LLOYD'S SHIPPING LAW LIBRARY

The Ratification of Maritime Conventions
edited by The Institute of Maritime Law
University of Southampton
(looseleaf)

International Cargo Insurance
edited by John Dunt
(2012)

The Law of Shipbuilding Contracts
fourth edition
by Simon Curtis
(2012)

Marine Insurance: Law and Practice
second edition
by Francis Rose
(2012)

Admiralty Jurisdiction and Practice
fourth edition
by Nigel Meeson and John A. Kimbell
(2011)

Berlingieri on Arrest of Ships
fifth edition
by Francesco Berlingieri
(2011)

The Law of Tug and Tow and
Offshore Contracts
third edition
by Simon Rainey (2011)

Laytime and Demurrage
sixth edition
by John Schofield
(2011)

Marine Insurance Legislation
fourth edition
by Robert Merkin
(2010)

P&I Clubs Law and Practice
fourth edition
by Steven J. Hazelwood and David Semark
(2010)

The York-Antwerp Rules
third edition
by N. Geoffrey Hudson and Michael D. Harvey
(2010)

London Maritime Arbitration
third edition
by Clare Ambrose and Karen Maxwell
(2009)

Marine Cargo Insurance
by John Dunt
(2009)

Ship Registration: Law and Practice
second edition
by Richard Coles and
Edward Watt
(2009)

Shipping and the Environment
second edition
by Colin de la Rue and
Charles B. Anderson
(2009)

Time Charters
sixth edition
by Terrence Coghlin, Andrew W. Baker,
Julian Kenny and John D. Kimball
(2008)

Voyage Charters
third edition
by Julian Cooke,
Timothy Young, Q.C., Andrew Taylor,
John D. Kimball, David Martowski
and LeRoy Lambert
(2007)

Bills of Lading
by Richard Aikens, Richard Lord
and Michael Bools
(2006)

Bareboat Charters
second edition
by Mark Davis
(2005)

Enforcement of Maritime Claims
fourth edition
by D. C. Jackson
(2005)

Limitation of Liability for Maritime Claims
fourth edition
by Patrick Griggs, Richard Williams
and Jeremy Farr
(2005)

Marine War Risks
third edition
by Michael D. Miller
(2005)

Merchant Shipping Legislation
second edition
by Aengus R. M. Fogarty
(2004)

SHIP SALE
AND PURCHASE

SIXTH EDITION

IAIN GOLDREIN QC
M.A. (Cantab.)
Deputy High Court Judge
Panel Deemster of the Isle of Man
Recorder of the Crown Court
Barrister, Northern Circuit
Visiting Professor (The Sir Jack Jacob Chair)
in Litigation, Nottingham Law School
Companion of the Academy of Experts
Council Member: International Institute of Experts (Hong Kong)
Advisory Editor: Hong Kong Civil Procedure

MATT HANNAFORD
B.A., L.L.M.
Clyde & Co. L.L.P.

PAUL TURNER
M.A. (Cantab.)
Clyde & Co. L.L.P.

FOREWORD BY
THE RT. HON. THE LORD MANCE

Sixth edition published 2012
by Informa Law from Routledge
2 Park Square, Milton Park, Abingdon, Oxon, OX14 4RN

Informa Law from Routledge is an imprint of the Taylor & Francis Group, an Informa business

First Edition, 1985
Second Edition, 1993
Third Edition, 1998
Fourth Edition, 2003
Fifth Edition, 2008
Sixth Edition, 2012

Iain Goldrein QC, Matt Hannaford and Paul Turner 2012

British Library Cataloguing in Publication Data
A catalogue record for this book
is available from the
British Library

ISBN ISBN 9781842145876

Reprinted material is quoted with permission. Although every effort has been made to ensure that all owners of copyright material have been acknowledged in this publication, we would be glad to acknowledge in subsequent reprints or editions any omissions brought to our attention.

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incorporated by the Lloyd's Act 1871 by the name of Lloyd's.

The Rt. Hon. The Lord Mance

The new sixth edition of this well-established work responds to the shipping and legal market's need for close analysis and understanding of two new contract forms: Saleform 2012 and Singapore Ship Sale Form 2011. Alongside this, and conscious no doubt that habits do not die overnight and that some users may prefer the old for a long time, the authors have maintained their discussion of the previous forms. Eight appendices contain the text of old and new forms, as well as other useful reference material.

The work includes relevant references to the case law which has since the fifth edition clarified and sometimes given a new complexion to the law in this area. Saleform 2012 directly addresses some problems thrown up by this case law (e.g. by making express provision for use of the deposit in part payment of the price, contrary to the position under earlier versions of Saleform, as held in The Aktor in 2008).

The book takes care to put ship sale and purchase in its general contractual and legal context. It examines decisions from other areas which may impact on ship sale. Particular instances are the House of Lords decision in The Achilleas in 2008 (and subsequent English case law), identifying the potential relevance of considerations of assumption of responsibility in the area of remoteness of damage, and the Supreme Court's decision in RTS Flexible Systems Ltd v Molkerei Alois Muller GmbH in 2010, showing that making negotiations subject to execution of a formal contract does not necessarily prevent a contract arising from subsequent interchanges.

In their preface, the authors observe that the business of buying and selling ships is honeycombed with disputes. To any practitioner who recalls a few cases where ship structures were themselves honeycombed with cracks, the discussion of recent United States proceedings seeking to hold classification societies liable will be of particular interest. The authors give an appropriate warning to prospective buyers of second-hand vessels about the difficulties of looking in that direction for recourse.

The work also contains expanded treatment of important practical subjects when disputes arise: the obtaining of a freezing order, choice of law and court clauses, arbitration and mediation. When English law is selected, Saleform 2012 now provides that any arbitration should be under London Maritime Arbitrators Association Terms. The book should however contribute to avoiding disputes arising in the first place.