Like all sale contracts, vessel purchase and sale agreements outline the rights and obligations of both parties. However, because these deal with floating assets, there are unique considerations. This is especially the case when a large, commercial vessel is part of the transaction.
The nature of the item plus the unique relationship to state and federal jurisdictions means that a boilerplate approach just won’t do. Conditions for product delivery, timelines, and other precedents take on a new level of significance. Sections and clauses that don’t always get a lot of attention—like the Miscellaneous section—can be incredibly important.
The analysis that follows shows how these contracts can be drafted with full consideration of maritime law while recognizing the particularities of marine vessels. It also highlights the need to understand the legal contexts behind every transaction and the unique characteristics of the product being bought and sold.
Questions in this Episode
- How can you draft a good conveyance clause in a vessel purchase and sale agreement?
- What are the various documents that go along with this agreement?
- What should drafters keep in mind when drafting a vessel purchase and sell agreement?
- How much attention should drafters pay to the miscellaneous section?
- How to identify when things are “beyond you” as an in-house counsel?
This is a document specific to maritime law that transfers the ownership of vessels and assigns the rights or liabilities of that ownership to the purchaser.
This is a very simple vessel sale and purchase. It describes what the vessels are capable of doing, and whether there are any warranties associated with them.
It waives all the warranties, implying that this is for a particular purpose. It’s an as-is-where-is sale. It’s good to be very particular about writing this. The condition of the vessel and what they’re getting is crucial as it involves negotiating or drafting classification societies.
Conveyance. The Vessel is to be conveyed according to the following terms:
PURCHASER HAS RELIED UPON ITS OWN EXAMINATION OF THE VESSEL AND EQUIPMENT;
THERE HAVE BEEN NO REPRESENTATIONS BY SELLER AS TO THE VESSEL’S CONDITION
AND SELLER MAKES NO REPRESENTATION OR WARRANTIES OF SEAWORTHINESS AND
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF USAGE OR TRADE,
MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND PURCHASER
PURCHASES THE VESSEL AND EQUIPMENT “AS IS WHERE IS AND WITH ALL FAULTS.”
Conveyance of the Vessel shall be effectuated by a United States Coast Guard form Bill of Sale
(“Coast Guard Bill of Sale”). The Coast Guard Bill of Sale shall state that the Vessel is conveyed
“As is Where is, with all faults” and that the Vessel is free and clear of liens and encumbrances.
Given that it’s a vessel that has a salty flavor to this document because it has to account for certain risks that just don’t exist on shoreside.
Documents Surrounding this Purchase
A condition precedent to closing would be to be Jones Act compliant by having American ownership and fulfill the documentation requirements to transfer the ownership of the vessels.
Further Assurances. On the Closing Date, Seller shall (a) deliver to Purchaser such other bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer as Purchaser may reasonably request or as may be otherwise reasonably necessary to vest in Purchaser all the right, title, and interest of Seller in the Vessel in accordance with this Agreement; and (b) take all steps as may be reasonably necessary to put Purchaser in actual possession and control of the Vessel.
The documents section, as a condition precedent, requires the obligations of the parties to be listed along with the documents that are associated with the current transaction to provide context to the document at hand.
A series of documents accompany this document as the provisions of those documents are a part of the conditions for closing. This is as important as the delivery of the vessel and where it will happen.
Courts are very deferential to sophisticated parties transacting. These clauses are written in a way that contemplates the commercial reality as it gets very strict adherence in court. - Phil Powell #ContractTeardown Click To Tweet
The indemnity could be owed, about a substantive liability, or something that may have happened. These are present traditionally in commercial maritime loyalty, not for docks and activity-based ones. This section contemplates the ownership of the vessel. Prior to closing, the different agreements and the indemnification procedures take out ambiguity as to what happens in the event of indemnity.
Indemnification Procedures. A party seeking indemnification hereunder (the “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim for which indemnification is sought (a “Claim”), or the commencement of any action, suit or proceeding, in respect of the Claim, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party may, at its expense, participate in or assume the defense of any such action, suit or proceeding involving a third party; provided, however, that such defense is conducted with counsel mutually satisfactory to the Indemnified Party and the Indemnifying Party. The Indemnified Party shall have the right (but not the duty) to participate in the defense thereof, and to employ counsel, at its own expense, separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnified Party and the Indemnifying Party shall consult with each
Purchase and Sale Agreement – 8
other regarding the conduct of such defense and shall keep the other person fully informed of the status of such third-party claim and any related proceedings at all stages thereof where such person is not represented by its own counsel. If the Indemnifying Party shall assume the defense of such third party claim, no compromise or settlement of such claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (a) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person, (b) the sole relief provided is monetary damages that are paid by the Indemnifying Party, and (c) the Indemnified Party shall have no liability with respect to any compromise or settlement of such third party claim effected without its consent.
Maritime claims can go to state courts. In some cases, parties can argue that adjacent state law should fill in the gaps where maritime law is concerned. For example, maritime reinsurance cases and contracts are adjudicated by the adjacent state law rather than federally entrenched precedent.
The Substantiveness of the Miscellaneous Section
Given the way that courts handle maritime contracts, the decision on jurisdiction, venue, governing law, and notice is going to be what counts.
9.1 Transaction Costs. Each party hereto agrees to pay the fees and expenses of its own counsel and any other costs or expenses incurred by such party in connection with the transaction contemplated hereby and shall not have any right of reimbursement or indemnity for such fees and expenses as against any other party. Notwithstanding the foregoing, if the transactions contemplated hereby are not consummated due to the breach by any party hereto of its obligations hereunder, then, without limitation to the non-breaching party’s other available remedies, the party in breach shall be responsible for all reasonable and customary costs, including the non-breaching party’s attorney’s fees.
9.2 Announcements. Purchaser and Seller will consult with each other regarding press releases or other public announcements related to this Agreement and the transactions contemplated hereby and neither Purchaser nor Seller shall issue any such press release or announcement without the prior written consent of the other, except as otherwise required by Applicable Law. Notwithstanding the foregoing, the parties shall be permitted to disclose and discuss this Agreement and the transactions contemplated hereby with its respective investors, lenders, advisers, and similar persons as reasonably necessary.
9.3 Amendments; Entire Agreement. This Agreement and the documents and instruments executed by Seller and Purchaser in connection with the transaction contemplated hereby, contain the entire agreement of the parties with respect to the subject matter hereof and thereof, and supersede all prior or contemporaneous agreements and understandings between the parties, whether written or oral. Neither this Agreement, nor the documents and instruments executed by Seller and Purchaser in connection with the transaction contemplated hereby, nor any of the terms hereof or thereof may be terminated, amended, supplemented, waived or modified orally, but only by a written instrument which purports to terminate, amend, supplement, waive or modify the terms hereof or thereof, signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. No provision of this Agreement or the documents and instruments executed by Seller and Purchaser in connection with the transaction contemplated hereby shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in such an instrument. No delay on the part of any party in the exercise of any right, power or privilege hereunder shall operate as a waiver thereof. No waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, shall preclude any further exercise thereof or the exercise of any other right, power or privilege. The rights and
Purchase and Sale Agreement – 9
remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity. The schedules, exhibits and appendices attached to this Agreement constitute a part of this Agreement and are incorporated herein by reference as if set forth in full in the main body of this Agreement.
9.4 Successors and Assigns. This Agreement may not be assigned by a party without the prior written consent of all of the parties to this Agreement. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and permitted assigns. No assignment of this Agreement or any of the rights hereunder shall relieve the assigning party of any of its obligations or liabilities hereunder.
9.5 Governing Law; Jurisdiction. Except as superseded by federal law, this Agreement, including all matters of construction, validity and performance, shall in all respects be governed by, and construed in accordance with the law of the State of ___________ applicable to contracts made in such state and to be performed entirely within such state, without giving effect to principles relating to conflicts of law. The parties hereby submit to the non-exclusive jurisdiction of the United States District Court for the ___________and of any ___________ court sitting in the City of Seattle or King County for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The parties irrevocably waive, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The parties irrevocably consent to the service of process out of said courts by the mailing thereof by U.S. registered or certified mail postage prepaid to the party to be served at its address designated below. The parties agree that a final judgment in any action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section shall affect the rights of the parties to serve legal process in any other manner permitted by law or affect the right of the parties to bring any action or proceeding against the parties or its properties in the courts of any other jurisdiction.
9.6 Notices . All notices , offers, acceptances, approvals, waivers, requests, demands, declarations and other communications hereunder or under any instrument, certificate or other instrument delivered in connection with the transactions described herein shall be in writing, shall be addressed as provided below and shall be considered as properly given (a) if delivered in person, (b) if sent by overnight delivery service, (c) if mailed by first class United States mail, postage prepaid, registered or certified with return receipt requested, (d) if sent by facsimile and confirmed, or (e) if sent by any electronic data transmission facility and confirmed. If such notice or other communication is sent by facsimile or electronic data transmission, it shall promptly be confirmed by mail as set forth above. Any such notice shall be deemed given when so delivered personally or sent by facsimile or electronic data transmission or, if mailed (other than in confirmation of another specified method of notice), three business days after the date of deposit in the United States mail; provided, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. For the purposes of notice, the address of the parties shall be as set forth below; provided, that any party shall have the right to change its address for notice hereunder to any other location by the giving of prior notice
Purchase and Sale Agreement – 10
to the other party in the manner set forth hereinabove. The initial addresses of the parties hereto are as follows:
With a copy to:
9.7 Severability of Provisions. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law. Any provision of this Agreement that is prohibited or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, which shall remain in full force and effect in such jurisdiction, and shall be construed in order to carry out the intentions of the parties hereto as nearly as may be possible, or affecting the validity or enforceability of such provision in any other jurisdiction.
9.8 Headings, Etc. The headings and the table of contents used herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof, or in any way affect the construction of, or be taken into consideration in interpreting, this Agreement. Any reference to a specific section or Section number shall be interpreted as a reference to that Section of this Agreement unless otherwise expressly provided.
9.9 Survival. The representations, warranties and covenants of the parties contained in this Agreement, the Bill of Sale, or in any instrument, certificate or other document delivered in
Purchase and Sale Agreement – 11
connection herewith or therewith, shall survive execution and delivery hereof and of the Bill of Sale.
9.10 Counterparts; Electronic Transmission. This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties and delivered to each of the other parties. Facsimile or electronic data transmission of any signed original document, and the retransmission of any signed facsimile or electronic data transmission, shall be the same as delivery of the original signed document. At the request of any party, a party shall confirm documents with a facsimile or electronic data transmitted signature by signing an original document.
Put thought into where the litigation should happen, what is convenient if it comes to pass, and how the dispute resolution proceedings should happen.
When it comes to vessel purchase and sale agreements you should pay a lot of attention to the Miscellaneous section. - Phil Powell #ContractTeardown Click To Tweet
The “Beyond me” Situation as an In-house Counsel
As a maritime attorney, it’s important to understand endorsements and the different kinds of documentation that are required. Without a handle on that, it’s hard to know what’s being bought because, in addition to the floating assets, the rights associated are also documented and endorsed. The obligations of citizenship or anything that can affect the value and viability of the vessel are also acquired.
When you get to where you're not quite understanding the corollary things that must go with vessel ownership to make it commercially viable, that’s when it goes beyond you. - Phil Powell #ContractTeardown Click To Tweet
A boilerplate-type approach is good as long as drafters are aware of the jurisdiction. Until you get into classifications and nitpick the sections to determine the type of vessel, what it is good for, its classifications, and endorsements, if it’s not an as-is where-is, the devil can be in the details.
Contracts for boat sales are unique for many reasons, including how they must consider maritime law. In this episode, attorney Phil Powell digs into a vessel purchase and sale agreement to explain how it is shaped by the particularities of a floating asset. As the in-house counsel to a company with a commercial fishing and research fleet, he has a lot to say about contracts for buying and selling large vessels. So let’s tear it down!
THE CONTRACT: https://storage.googleapis.com/lawinsider-wordpress/1/2022/06/Form-Vessel-PS-Agreement.pdf
THE GUEST: Phil earned a Bachelor of Arts degree in Political Science, graduating cum laude at Virginia Commonwealth University. After completing his undergraduate degree, Phil enlisted in the United States Marine Corps. As a reservist, he attended the North Carolina Central University’s School of Law, earning his Juris Doctorate with the school’s highest honors, summa cum laude. Phil then earned his Legum Magister (LL.M.) in Admiralty and Maritime law at Tulane University’s School of Law. Phil came aboard as Global Seas, LLC’s In-House Counsel in January of 2016. At Global Seas, LLC Phil is responsible for handling the company’s maritime and shore-side legal needs.
THE HOST: Mike Whelan is the author of Lawyer Forward: Finding Your Place in the Future of Law and host of the Lawyer Forward community. Learn more about his work for attorneys at www.lawyerforward.com .
If you are interested in being a guest on Contract Teardown, please email us at firstname.lastname@example.org .
Mike Whelan Phil Powell, welcome to The Contract Teardown Show. How are you today?
Phil Powell I’m fantastic. Thanks, Mike.
Mike Whelan Phil, we’re going to get into the nerdiness that calls back to my pre-law career. I don’t know if I told you this, but I used to work in logistics. I worked for an intermodal company. We talked about flipping boxes all the time, which was these big containers off of these chassis and these boats, and there’s just craziness. And so you work in this space, and we’re going to talk about that. We are specifically talking about this document I’ll share with the folks at home. The Vessel Purchase and Sale Agreement. Phil, what the heck is this?
Phil Powell This is a document that transfers the ownership of vessels and kind of assigns the rights or liabilities of that ownership to the purchaser. It’s specifically for maritime law.
Mike Whelan Awesome. And so when we’re talking about vessels, this is as large as the, you know, The Ever Given getting stuck in the Suez Canal—or whatever it was—boats that large, down to….
Phil Powell Down to your pleasure craft.
Mike Whelan All right, a dinghy qualifies. All right, very good. And before we dig into it, Phil, tell us about you. What’s your background? What brings you to documents like this?
Phil Powell I have a background in maritime law. I’m the general counsel for a company that owns and operates fishing and research vessels. And so, again, I have an LL.M. in maritime law, so I specialize in this sort of thing. And I write these quite often.
Mike Whelan Yeah, and I think it’s an interesting context because it is a context. It is an unusual context, but it is also exemplary, right, of a contract type. It’s like just removed enough from people’s everyday that they can think carefully about it. So I appreciate you bringing it to us. So let me go down through the document. I’m going to jump down to Section 2.3, conveyance. This vessel is to be conveyed according to the following terms….whole bunch of capital letters…that’s how you know, it’s super important, Phil. What do you think about Section 2.3 and what we’re trying to do with the conveyance section?
Phil Powell So this particular document’s written for a very simple vessel sale and purchase. This is how you describe what the vessel’s capable of doing, whether there are any warranties associated with it here. I’ve waived all the warranties, kind of implied that this is for particular purposes or anything like that. It’s an as is, where is, sale. And you’d want to be very particular about how you write this, and this is where you would be negotiating or drafting kind of classification societies or something like that. So the condition of the vessel and what they’re getting.
Mike Whelan Yeah. Speaking of, around conveyance, there’s a bunch about the condition. There’s a description of the vessel in 2.2. 2.4 talks about risk of loss and delivery. 2.5 talks about if the vessel is damaged or destroyed. I assume most of this is trying to just establish, you know, sort of a meeting of the minds. This is what we’re trying to do with this document. If X happens in the meantime, that undermines our intentions. Then post, you know, after that action, we got to rethink the original agreement. Is that basically what you’re trying to do with the rest of two?
Phil Powell Sure. Given that it’s a vessel, it has a particularly salty flavor, this document, because it has to account for certain risks that just don’t exist in shoreside. And you have to think that you’re selling something that’s floating. So should something occur, you’re going to—you want to figure out, you know, when a risk of loss occurs, when that insurance should happen, and what happens if that happens in the interim prior to closing? Yeah.
Mike Whelan So what else do you need? I’m looking at 2.6. It talks about further assurances. You need other bills of sale, endorsements, assignments. When you’re doing this sort of closing—so there’s been an offer, an acceptance, and a boat—a dinghy is changing hands—and somebody needs to make a decision about whether they’re purchasing this boat or not, what other documents will surround this kind of purchase?
Phil Powell So typically, this—and this would go with the obligations and closing and conditions precedent to closing—is you have to transfer these vessels. Typically, for my particular class of vessels, they’re commercial. They’ll have a federal registry or Coastwise endorsement. And then you do like a fishery endorsement or some endorsement. A lot of these have to be Jones Act compliant, meaning they have to have American ownership, and there’s documentation requirements to transfer the ownership of those vessels. And so that would be a condition precedent to closing. But in terms of the conveyance section that’s actually just describing the physical asset and what it is.
Mike Whelan Yeah, I’m looking over this whole document and I mean, again, you tell me, but generally it looks like a pretty common, you know, buy, sell agreement—you know, people are buying something. And it feels like you’re using other documents outside this document to contextualize, to make sure that it cooperates. You know, it functions, and in the particular context. Am I reading that right?
Phil Powell Sure. Sure. And that’s why, you know, this one doesn’t have any documents. But in the documents section, as part of the conditions precedent to the obligations of the parties, the documents section would list out all of the documents that would be associated with this to provide this document context. The other thing I think to understand, and why the other clauses are written the way they are, because this is a maritime contract, courts are very deferential to sophisticated parties transacting. And these clauses will get very strict adherence in court. So it’s written in a way that contemplates that reality and that commercial reality. But, yes, you’re right. There are going to be a series of documents that also accompany this document. And the provision of those documents is part of the conditions to closing. This is almost as important as delivery of the vessel and where you’re going to deliver it.
Mike Whelan Yeah, let me see if I can, you know, for my sake, let me step you back in that kind of “when we’re dealing….” You mentioned that courts are very deferential because of this jurisdictional issue. Dig into that a little bit. Tell me about how, you know, if I’m drafting contracts for this kind of sale, does that mean that I put more on this particular document because I know a court is going to trust it? Do—should this look like something a court is really familiar with? And then I use these other documents for, you know, specialty issues. How are you drafting in a way that’s mindful of that court’s reading, that relationship with the maritime law?
Phil Powell So that’s going to be fluid depending on what party you’re coming from. But like, the more important things I would think about would be like indemnity agreements and things like that. Whereas, you know, in shoreside law, there are state laws around the extent of indemnities you can agree to that will be enforced upon. Maritime laws, again, more deferential. And so when you’re talking about risk allocations, you’re going to be more specific and more extensive. In terms of the vessel, yeah, I mean, if I was the purchaser, I would want to be very specific about what’s being conveyed, what can I expect, where is it going to be delivered and in what condition? What happens in the interim? So I think, depending on your party and your perspective, you know, that’s just contracting. In some cases, you want to be more ambiguous depending on your party and some cases you want to be more specific. It just depends on your interests.
Mike Whelan Yeah, speaking of, I’m looking at the indemnification section, which is section eight, and I’m interested, you know, there’s the typical stuff that you see in indemnification: everybody is, you know, held harmless and all this stuff. But I like the indemnification procedure section that you talk about in 8.3. I mean, there’s a lot of specificity. Talk about how you’re writing this section and how it relates to this particular context of a purchase of a vessel.
Phil Powell Well, you know, so you get into where it could be—you’re arguing about the indemnity that could be owed, about a substantive liability or something that may have happened. I think that in terms of indemnifications, this is actually a purchase and sale series of indemnities. More traditionally in commercial maritime law, not for docks and more activity-based ones, but these were, you know, more contemplating ownership of the vessel. And prior to closing and the different agreements here, the indemnification procedures, I think, just takes out any kind of ambiguity as to what happens in the event that this indemnity has to go through. So you don’t find yourself, you know, concerned with procedural stuff and ignoring, you know, substantive realities where you’re trying to sort through procedural stuff.
Mike Whelan Right. And to underline that point, to make sure that I understand it: if I’m in a state court and I’m doing a purchase, I know that behind that state court there’s a—or behind that contract, there’s a state law that’s going to fill in all the gaps. Like if there’s anything unclear in the contract, it’s going to fill in all the gaps. But it sounds like when you’re dealing with maritime law, that you want as much as possible to fit into the contract, to not mess with, you know—
Phil Powell — Potentially. So you can still bring some maritime claims in state court. They’re either removed to federal courts or not. It’s kind of an admiralty jurisdiction thing. And in some cases, parties can argue that, you know, adjacent state law should fill in the gaps where maritime law is. This is just something that’s kind of unique where maritime law is concerned. For example, maritime insurance, marine insurance cases are adjudicated, marine insurance contracts, even, are adjudicated by the adjacent state law, rather than some sort of federally entrenched precedent. But you know, whether you’re leaving room for a state law to move in or leaving room for other general maritime law rules to happen you can sort of circumvent that outcome with just being very specific with what you want in the contract itself.
Mike Whelan Jumping down to nine, it is called Miscellaneous. This is the section you see in a contract that often just has a bunch of boilerplate that nobody really reads, right. Like the lawyers are—you know, when you pass around this contract that, you know, your notice, for example, your notices are going to be, you know, there’s pretty common standard practice that’s usually pretty context-specific: businesses of this kind usually communicate in this way, kind of thing. How are you using this miscellany, this section? How substantive are you seeing these subsections under miscellaneous? How much attention should we as drafters pay to this miscellaneous section?
Phil Powell In the context of the Vessel Purchase and Sale Agreement, quite a bit. Again, given the just the way that courts handle maritime contracts, you know, your decision on jurisdiction, venue governing law and notice is going to be, that’s going to be the rules of law. That’s going to be what counts. And so you’ll want to think, you know, where do you want to litigate? What’s more convenient if it comes to pass? What sort of dispute kind of resolution proceedings do you want to even envision? You know, this one doesn’t really contemplate arbitration, but that’s a big issue in maritime law, where arbitration clauses are fairly universally deferred, you know, adopted by courts in enforcing contracts. And so these boilerplate provisions, where they are seemingly boilerplate, I think in the context of a maritime contract, they have special importance and they should—you should definitely take a moment to think about the realities because again, vessel purchases and sales are necessarily interjurisdictional and give rise to a lot of variability there.
Mike Whelan Yeah. I mean obviously we at 英雄联盟竞猜线上下注APP v5.3 take the position that nothing is really boilerplate, that everything should be conscious decisions. You know, we know that lawyers—contract lawyers—use copy paste all the time, but we want people to make sound decisions. We even did an Ebook recently on the notice provisions, because it can be such an issue. Well, as I step back from this and I think about sort of the unique context, I want to ask you a very general question, which is, if I’m a drafting attorney, you know how it is when you’re in-house, you’re dealing with all kinds of stuff. I mean, the spectrum of issues. And one of the big decisions is when is this beyond me? When am I at the point where this purchase, that looks like a purchase of, I bought boxes of paper from, you know, an office supply company, when is the line at which, if I’m making a purchase agreement like this that I say, okay, this is beyond me. This is the point that—this is more than I can handle. I need to go defer to someone like you who has more experience in this area.
Phil Powell I think when you get to where you’re you’re not quite understanding the corollary things that must go with vessel ownership to make it commercially viable. I know for a fact, like we were discussing, you know, as a condition precedent to closing, sort of the documents that must be accompanying with the vessel. As a maritime attorney, I understand endorsements and I understand the different kind of documentation that’s required. I think if you don’t have a handle on that and you don’t, then you don’t really know what you’re buying because, you know, in addition to just the floating asset, you’re buying the rights that are associated with that floating asset, if it is, in fact, documented and endorsed. You’re also acquiring the obligations of citizenship or any number of things that can affect the value and viability of that vessel.
Mike Whelan Yeah, it’s such a—again. What we want is for people to be able to make conscious decisions. And if you’re facing a document like this and you see you’re moving language over and you’re saying, you know, there’s a level of discomfort that people are okay with where it’s like, I don’t totally know what this means, but I trust the contract that I found. I, I trust this copy paste activity. And then there’s a level of discomfort, really, like, holy cow, I don’t know what’s going on right now.
Phil Powell So I would say I’d be comfortable with a boilerplate type approach like this, as long as you’re aware of the jurisdiction. So until you get into classifications and when we start really getting into nitpicking that conveyance section because you’re determining what type of vessel, what is it good for, what are its classifications, what are its endorsements, if it’s not an as is, where is, the devil can be in the details. And you might want—you probably need some technical knowledge to best be able to understand and then describe in your document what you’re actually conveying physically and then in terms of rights obligations.
Mike Whelan Well, we know at this point, if I have any boat questions, I’m coming to you for sure. For people at home who want to do the same, who are running into a document like this and just sort of lost in the weeds, what’s the best way to reach out to you?
Phil Powell Phil I’m actually in-house, and so I work for one particular company, but I would say—
Mike Whelan —so they can’t hire you, but they might be able to learn from you. You might be able to point them in the right direction.
Phil Powell I could certainly do that. So if they were to go to www dot globalseas dot com and look under team, they’ll find me and my contact information and I can be emailed and I’d be happy to answer a quick question or point them in the direction.
Mike Whelan Awesome. That’s exactly what we need. And for those of you who want to show up on The Contract Teardown Show and beat up a document like this, just email us. We are at community at 英雄联盟竞猜线上下注APP v5.3 dot com. Phil, thank you again. We will see you guys next time.
Phil Powell Thanks, Mike.