ABSTRACT

This is not the case under the NSF and the Nipponsale where-inventory or not-‘‘everything belonging to the vessel on board and on shore’’31 must be delivered. For this reason the inventory must be approved, either expressly or by conduct, by the buyer as specified in the clause. Difficulties may arise at this stage where the parties do not agree on the content of the inventory and hence the buyer elects to reject it. The wording of the clause is, however, clear in stating that the inventory would only form part of the contract after it has been agreed upon or-arguably-if not rejected by the date in which sea trial should have been completed as specified in Clause 9. On the one hand, the duty to ‘‘agree’’ on the content of the inventory is clearly unenforceable under English law; but, on the other hand, the inventory would only be part of the contract if agreed, dated and signed, or when no notice of rejection is validly given in the manner agreed upon in Clause 26 of the MOA. However, it would seem that a valid rejection of the inventory will not be enough to affect the existence of the contract. In such case, the yacht should still be delivered with all her belongings.