Definition
A Memorandum of Agreement (MOA) is the binding sales contract used in yacht and tender brokerage transactions, setting out the terms under which the buyer and seller agree to transfer ownership.
Background and use
The MOA is the spine of a brokerage deal. Most superyacht and large-tender transactions follow the MYBA (Mediterranean Yacht Brokers Association) standard form, with bespoke clauses added for inventory, deposit handling, sea-trial conditions, survey acceptance, delivery location, and VAT status. A separate Bill of Sale transfers title at closing, but the MOA governs everything that happens between signature and that final exchange.
For a typical limousine or chase boat sale in the 5 to 20 million range, the sequence runs: signed MOA with a 10 percent deposit into stakeholder escrow, condition survey and sea trial within an agreed window, acceptance or renegotiation, then closing against documents at a named delivery port. The MOA names the escrow agent (often the central agent's client account or a maritime law firm), the survey deadline, the cure period for any rejected items, and the formula for handling outstanding warranty work.
Tender-only sales often use a simplified version since the values are smaller, but the same logical structure applies: deposit, survey window, cure, closing, transfer.
Related considerations
- MYBA is the most common form in European deals; NYBA forms are used in the US.
- Deposits are normally non-refundable except on grounds defined inside the MOA.
- The MOA fixes the closing currency and the exchange-rate cut-off date.
- VAT status on delivery (paid, IP, ex-VAT) is a contractual, not just a tax, matter.
- Lien searches and flag deletion certificates are conditions of closing in most forms.