Buying a superyacht: Part II – The Memorandum of Agreement

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by Superyacht Investor Contributor

27 November 2025

Buying a superyacht: Part II - the MOA.

Securing your dream yacht, Part II: from Letter of Intent to Memorandum of Agreement—anchoring the deal and navigating the next step to ownership

As the excitement of the yacht show fades and you reflect on the vessels you toured, you may find yourself in a fortunate position: you have signed a Letter of Intent (LOI), secured a period of exclusivity and are now ready to take the next step towards ownership. The next crucial document in your yacht acquisition journey is the Memorandum of Agreement (MOA).

READ: Buying a superyacht Part 1: The Letter of Intent

Here, partner Ezio dal Maso and associate Vanessa Stefou from law firm Stephenson Harwood chart the process:

What is an MOA and which form should you use?

The MOA is the principal contract for the sale and purchase of a yacht. It sets out the binding terms of the transaction, covering everything from price and payment to delivery and documentation. There are two main standard forms used internationally:

Mediterranean Yacht Brokers Association (MYBA) MOA: The industry standard in Europe and for transactions governed by English law.
International Yacht Brokers Association (IYBA) MOA: Commonly used for transactions involving US-based buyers or sellers and subject to Florida law.

For this article, we will focus on the MYBA MOA, which is widely recognised and accepted in the European market and increasingly used in international transactions.

The MYBA MOA form

The MYBA MOA is a well-established form of contract, designed by industry professionals to address the unique aspects of yacht sales. While it provides a clear and well-understood framework for transactions, it is generally perceived by buyers to be more favourable to sellers. This is because the MYBA MOA places the burden of rejection on the buyer: if the buyer does not reject the yacht in a timely manner and for the specific reasons identified as legitimate under the contract, the buyer may be in breach and could be obliged to complete the purchase or risk losing their deposit.

The MYBA MOA consists of two key parts:

The Printed Form: The standard terms and conditions, which form the backbone of the agreement.
Addendum 1: A schedule where the parties can amend or supplement the standard provisions to reflect the specifics of the transaction.

For the purposes of this article, we will focus on the features of the printed form.

Key Features of the MYBA MOA

Deposit and Stakeholder

A 10% deposit is paid on signing the MOA.
The deposit is held by a stakeholder—typically one of the brokers or a lawyer involved in the transaction.
The deposit is a precondition for proceeding with sea trials and the condition survey and it is intended to be used as a security for the performance of the buyer’s obligations.

Sea Trials and Condition Survey

Sea Trials: The buyer is entitled to conduct sea trials to assess the yacht’s performance and systems. If the sea trials are not satisfactory, the buyer may reject the yacht for no reason and recover the deposit.
Condition Survey: If the sea trials are satisfactory, the buyer can proceed to a condition survey, which usually involves taking the yacht ashore or into drydock. At this stage, the buyer can only reject the yacht if a serious defect (as defined in clause 27 of the MOA) is identified. If no defect is found and no notice of rejection is given, the Buyer is under the obligation to complete and pay the price.

Key Commercial Terms (“The Boxes”)

Certain essential details are completed in the MOA’s “boxes”:

Purchase Price
Names of Seller and Buyer
Cancelling Date (the last date for completion)
Delivery Location (often international waters)
Payment Terms
List of Documents and Certificates (to be detailed in Addendum 1)

Binding and Assignment Provisions

The MOA becomes a binding contract once signed by both parties and the deposit is paid.
If the buyer signs in their own name, they usually reserve the right to assign the agreement to another entity (such as a company or trust) between sea trials and completion. This flexibility allows buyers to avoid unnecessary costs if the yacht is ultimately rejected.

Delivery and Completion

Delivery typically takes place in a tax neutral jurisdiction (such as international waters), with the purchase price paid and all agreed documents and certificates exchanged while the price is being paid.
The MOA specifies the completion date and the procedure for the handover, including the delivery of all documents and certificates listed in the Addendum One.

Signing the MYBA MOA: Practical Steps

The MYBA MOA form is readily available and widely used by brokers and lawyers.
Ensure all commercial terms are agreed and clearly recorded in the MOA and Addendum 1.
Both parties, brokers and stakeholders need to sign the MOA, and the buyer should promptly pay the deposit to the stakeholder.
Legal counsel should review the agreement to ensure your interests are protected and all necessary provisions are included.

Conclusion: The MOA—Your Pathway to Ownership

The transition from LOI to MOA is a critical stage in your yacht purchase. The MYBA MOA provides a robust, industry-standard framework that balances the interests of both buyer and seller, while allowing for the flexibility needed in high-value, cross-border transactions. By understanding the key features of the MYBA MOA and ensuring all essential terms are properly documented, you position yourself for a smooth and successful acquisition.

If you are preparing to finalise your yacht purchase, expert legal guidance is essential. The MOA also contains terms for the effect of termination as a result of the default of the respective obligations by one of the parties; you will need to understand the implications that may result from such event and the potentially severe consequences that may arise.