Force majeure clauses have become one of the most scrutinised provisions in modern superyacht contracts. While historically treated as routine contractual language, recent global disruptions, from the COVID-19 pandemic to sanctions regimes and ongoing geopolitical conflict affecting maritime routes in the Middle East, have demonstrated how critical these clauses are in allocating risk between contracting parties.
Although the discussion often focuses on yacht charter agreements, the same legal issues can arise in superyacht sale and purchase contracts, or building contracts, particularly where geopolitical events, sanctions or travel restrictions disrupt the completion of transactions.
For yacht owners, charterers, brokers and advisers involved in yacht ownership structures, understanding the legal framework governing force majeure is increasingly important.
Force Majeure in Superyacht Charter Agreements
Most luxury yacht charters operate under the widely used MYBA Charter Agreement. The agreement contains a detailed definition of force majeure, typically including events beyond the reasonable control of the parties including but not limited to war, riots, government restrictions, terrorism, natural disasters and mechanical failures not caused by negligence or lack of maintenance.
In practice, a force majeure clause allows a party to suspend or excuse performance if such an event makes contractual obligations impossible or unlawful to perform. In the charter context, this may arise where a yacht cannot safely reach the agreed cruising grounds, where a port becomes inaccessible, or where government restrictions prevent the charter from taking place.
The MYBA agreement also distinguishes between cancellation due to force majeure and cancellation for other reasons. Where cancellation occurs due to a qualifying event, the charterer is typically entitled to the return of charter fees already paid but generally cannot claim additional damages. This reflects the traditional commercial purpose of force majeure clauses: they excuse non-performance rather than transferring liability between the parties.
Relevance for Yacht Sale and Purchase Agreements
Force majeure issues are not limited to charter contracts. Similar questions can arise in superyacht sale and purchase agreements, commonly based on the MYBA Memorandum of Agreement.
A yacht transaction can be disrupted by events such as:
• sanctions affecting one of the parties
• restrictions on cross-border payments
• travel bans preventing surveys or inspections
• security risks affecting delivery ports.
If such events occur between signing and completion of the transaction, parties may seek to rely on contractual provisions allowing termination or postponement of the sale.
However, as recent case law illustrates, the ability to rely on force majeure or termination clauses depends heavily on the precise wording of the contract as well as on the obligations of the parties to to use reasonable endeavours to minimise the consequences of any force majeure claimed event.
Force Majeure Under English Law
Most superyacht charter and sale contracts are governed by English law. Under English law, force majeure is not an automatic legal doctrine. It exists only where the contract expressly provides for it and is therefore interpreted strictly by courts.
To rely on a force majeure clause, the party invoking it must demonstrate that:
1. the event falls within the contractual definition of force majeure; and
2. the event directly prevented contractual performance.
Courts have consistently emphasised that the mere existence of a disruptive event is not sufficient. The party invoking the clause must demonstrate a direct causal link between the event and the inability to perform the contract.
Jurisprudence Shaping Force Majeure Interpretation
Several important maritime cases illustrate how courts approach contractual risk allocation in shipping and charter agreements.
One influential decision is Maredelanto Compania Naviera SA v Bergbau-Handel GmbH (The Mihalis Angelos), where the English Court of Appeal confirmed that contractual conditions in maritime agreements must be interpreted strictly and that breach of such conditions may entitle the innocent party to terminate the contract.
More recently, the UK Supreme Court addressed force majeure in RTI Ltd v MUR Shipping BV [2024] UKSC 18, a dispute involving sanctions and contractual payment obligations. The Court clarified the contractual reasonable endeavours provisions and held that unless expressly stated a party invoking force majeure is not obliged to accept an alternative method of performance that differed from the contractual terms, even if it might have allowed the contract to proceed.
The decision reaffirmed an important commercial principle: parties are generally entitled to insist on strict contractual performance unless the contract expressly provides otherwise.
Courts have also emphasised the importance of causation. In maritime disputes, parties must demonstrate that performance would have been possible “but for” the force majeure event. If performance was already impossible for other reasons, reliance on the clause may fail.
Lessons from International Case Law
Recent jurisprudence in several jurisdictions confirms that courts apply broadly similar principles when interpreting force majeure clauses.
In NKD Maritime Ltd v Bart Maritime (No.2) Inc [2022], the English High Court considered the termination of a vessel sale contract during the COVID-19 pandemic. The Court concluded that the termination was ineffective because the force majeure clause did not clearly cover the circumstances relied upon.
US courts examining pandemic-related contractual disputes have similarly required parties invoking force majeure or impossibility to demonstrate that government restrictions genuinely prevented performance rather than merely making it more difficult.
French courts, applying Article 1218 of the Civil Code, have also emphasised that an event qualifies as force majeure only if it is external, unforeseeable and irresistible.
Although these cases arise from different legal systems, they converge around a consistent principle: force majeure clauses are interpreted narrowly and must be supported by clear factual evidence that the event prevented contractual performance.
For superyacht transactions involving parties from multiple jurisdictions, these international decisions underline the importance of careful contract drafting and the selection of governing law.
Geopolitical Risk and the Middle East
Current geopolitical developments again highlight the relevance of force majeure clauses.
Ongoing conflicts in the Middle East have increased security risks in several maritime regions, including the Red Sea and parts of the Eastern Mediterranean. Missile attacks on vessels, naval operations and navigation warnings have already affected commercial shipping routes.
For superyachts, such developments may affect both charter operations and yacht transactions. A yacht scheduled to cruise in an affected region may need to alter its itinerary or cancel a charter, while a yacht sale or delivery scheduled to complete in a particular port could be delayed due to security concerns or insurance restrictions.
In these circumstances, whether the contract can be suspended or terminated will depend on the wording of the relevant charter or sale agreement.
Contract Drafting Matters
Recent global events demonstrate that force majeure clauses are no longer theoretical provisions buried in standard yacht contracts. They have become a central mechanism for allocating operational risk in an increasingly uncertain geopolitical environment.
For yacht owners, charterers, buyers and brokers, careful drafting of both charter agreements and yacht sale, new building or works contracts is essential. Parties may be based in multiple jurisdictions and the yacht may be owned by a corporation from one country, flagged in another. The yacht may have a home port in one place, and be chartered in a variety of different locations. The choice of governing law will be important and clear definitions of force majeure events, precise allocation of cancellation rights and detailed provisions addressing refunds or completion delays can significantly reduce the risk of disputes when unforeseen events disrupt yacht operations or transactions.
For advisers involved in yacht ownership structures and administration, including corporate service providers, understanding these contractual dynamics is an increasingly important element of risk management within the superyacht sector.
How Rosemont Yacht Services Can Assist
Rosemont Yacht Services assists yacht owners, family offices, brokers and legal advisers who may themselves be based in multiple jurisdictions with the structuring and administration of yacht owning companies and the governance of yacht operations.
Our team has extensive experience in the superyacht sector and works closely with clients and their professional advisers in contract negotiations to ensure that ownership structures, corporate arrangements and operational frameworks are aligned with the legal and contractual realities of yacht ownership, charter activity and cross-border transactions.
Contact us at rys@rosemont-yacht.com
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03/2026
References
1. RTI Ltd v MUR Shipping BV [2024] UKSC 18, UK Supreme Court.
2. NKD Maritime Ltd v Bart Maritime (No.2) Inc [2022] EWHC 1615 (Comm), High Court of England and Wales
3. Maredelanto Compania Naviera SA v Bergbau-Handel GmbH (The Mihalis Angelos) [1971] 1 QB 164 (Court of Appeal).
4. Mediterranean Yacht Brokers Association (MYBA), MYBA Charter Agreement, standard form superyacht charter contract widely used in the Mediterranean and internationally.
5. HFW (Holman Fenwick Willan), COVID-19 and the Shipping Industry: Contractual Implications for Charterparties and Maritime Contracts, legal briefing.
6. Slaughter and May, No Requirement to Accept Non-Contractual Performance to Overcome Force Majeure Event: RTI v MUR Shipping (2024).
7. Herbert Smith Freehills, Force Majeure Clauses and the Requirement for Reasonable Endeavours: RTI Ltd v MUR Shipping BV (2024).
8. French Civil Code, Article 1218 (definition of force majeure in French contract law).
9. J. Cartwright and S. Whittaker (eds.), The Code Napoléon Rewritten: French Contract Law after the 2016 Reform, Hart Publishing.
10. E. McKendrick, Force Majeure and Frustration of Contract, Lloyd’s Maritime and Commercial Law Quarterly.
11. M. Bridge, The International Sale of Goods, Oxford University Press – discussion of force majeure and impossibility doctrines in commercial contracts.
12. Chambre Arbitrale Maritime de Paris (CAMP), materials on force majeure arguments in maritime arbitration and charterparty disputes.
13. HFW, Clyde & Co and Watson Farley & Williams maritime law briefings on contractual disruption arising from COVID-19 travel restrictions and sanctions regimes.
14. Academic commentary: COVID-19 and European Contract Law, American Journal of Comparative Law (supplement edition analysing pandemic-related force majeure disputes).