Study On The Formation And Performance Of Ship Sale And Purchase Agreement

Ship purchase is a very important activity in the shipping industry. Presently, most ship sales are contracted basing on the model contract which is drafted by Norwegian Shipbrokers' Association; moreover, the governing law is always Britain law which is quite different from Chinese law in many aspects. Ship sales involved a large amount of capital, and there exist many potential disputes in the whole process. Based on the blue print of "NSF'93", this paper studies British cases and law, as well as China's corresponding regulations. Then, it approaches the formation, enforcement, remedy of international ship sale and purchase agreement as the primary topic and analyzes the main legal issues of this topic. The body of this paper is consisted of four chapters:Chapter one general reviews the ship sale and purchase agreement. It focuses on the concept, its unique characteristics different from other type of contract as well as the relative parties and body of ship sale and purchase agreement.Chapter two discusses the formation of ship sale and purchase agreement. In this part this paper mainly studies the contract validity and culpa in cortrahendo. Firstly, it makes a comparative study of valid elements of ship sale and purchase agreement under the regulation of British and China's legal system. It especially further studies the restrictive clause that affect the validity of the contract. Secondly, this paper discusses the validity and responsibility of promissory which was made by the parties during the process of formation.Chapter three mainly discusses the enforcement of ship sale and purchase agreement. The enforcement of ship sale and purchase agreement includes three steps: paying deposit, ship inspection and delivery. This chapter focuses on the main issues such as: the nature of deposit, the interest relationship between the parties during the process of ship inspection, what status the ship should be when giving the Notice of Readiness for delivery, the ship ownership transference, the ship delivery warranty.In chapter four, this paper studies the remedies of ship sale and purchase agreement. This paper argues remedies should emphasis on the prevention of loss rather than the compensation after the breach of contract. This paper also proposes the methods of remedy and prevention to deal with the breach of contract such as refused payment of the deposit, refused payment of the purchase price, impossible delivery, unconformable delivery, delayed delivery, refused delivery.