Riva Bella SA v Tamsen Yachts GmbH

Acceptance of a vessel and signature of a protocol of delivery do not ordinarily prevent a buyer from claiming damages for breach of contract. Such an effect requires an express contractual term or a clear agreement amounting to contractual variation, supported by the agreement of both parties.

Contractual standards relating to classification and regulatory compliance must be applied in their proper class-and-flag context. Compliance with a code such as the LY2 Code cannot be assessed in an abstract vacuum where the relevant flag administration may grant exceptions or apply equivalent standards.

A claimant must prove breach and loss on the balance of probabilities. Speculation, untested reports and costs unrelated to the pleaded breach are insufficient.

The claimant bought a partly completed super yacht from the defendant under a sale contract governed by English law. The buyer alleged that the yacht was defective at delivery, failed to meet a contractual speed warranty, lacked the required RINA Charter Class (MCA) status and LY2 compliance, and failed to meet contractual standards concerning equipment, seaworthiness and construction quality.

The seller argued that delivery and the signed Protocol of Delivery and Acceptance waived further claims, that the relevant specifications were not contractually binding, and that the yacht’s classification position was affected by the buyer’s later decision to change its flag from the Isle of Man to Luxembourg. The buyer also advanced claims for diminution in value, loss of charter income and repair costs. The seller counterclaimed various expenses.

1. Protocol of Delivery and Acceptance. Acceptance of delivery and signature of a delivery protocol did not, without more, waive claims for damages. The sale contract contained no term producing that result. A binding waiver would have required a clear agreement amounting to contractual variation. No such agreement or estoppel was established.
2. Speed warranty. The Short Specification formed part of the contract. Clause 3 was construed as a warranty that the yacht would achieve 30 knots plus or minus 10 per cent at light displacement, making 27 knots the minimum contractual speed. The buyer failed to prove on the balance of probabilities that the yacht could not achieve that speed under the contractual testing conditions. The speed claim therefore failed. The court also observed that any damages claim would require proof of the actual shortfall.
3. Class and flag. The reference to RINA Charter Class (MCA) was to be applied through the relevant classification and flag administration, not by testing LY2 compliance in the abstract. RINA could not itself certify LY2 compliance independently of the flag administration. The evidence showed that the physical deficiencies on the RINA and Isle of Man lists had been rectified and that the later difficulties principally resulted from the change to the Luxembourg flag, which applied a different and sometimes stricter standard.
4. Other contractual claims. The buyer failed to establish most alleged defects or their causation and quantum. Three claims succeeded: galley doors (€4,000), the gangway (€30,000) and anchor pockets (€20,900), totalling €54,900. The remaining claims, including seaworthiness, were dismissed or deferred as stated in the judgment.
5. The seller succeeded on counterclaims for crew costs of €134,241.50 and other costs and expenses of €145,452.61. Its propeller claim failed because the recoverable value of the damaged original propellers was not proved.