Moran Yacht & Ship Inc v Pisarev & Anor

A broker’s entitlement to commission on a sale cannot ordinarily be implied into an agreement expressly concerned with charter management and commission on charters. An implied term must be necessary or obvious, consistent with the express terms, and supported by the evidence. An entire agreement clause weighs strongly against adding a sale commission term. A contractual sales commission provision applying when a charterer purchases the vessel does not extend to a person who merely inspected it and never chartered it.

The claimant yacht broker appealed from findings by Males J in the Commercial Court. The judge held that there was no express or implied contract requiring the respondents to pay commission on the sale of the yacht 4YOU. He also held, alternatively, that the broker was not an effective cause of the sale.

The appeal concerned whether the existing charter management and charter-party agreements entitled the broker to sales commission, whether an additional term could be implied for a person shown the yacht as a potential charterer who later purchased it, and whether the broker’s introduction was an effective cause of the sale.

1. Appeal dismissed. The judgment of Males J was upheld on the issue of entitlement to commission.
2. The Charter Worldwide Central Agency Listing Agreement granted the broker the exclusive right to manage the vessel’s chartering and provided for commission on charters. It contained no provision for sale commission. The entire agreement clause made it far from obvious that the agreement also required the broker to market the vessel for sale or entitled it to commission on a sale.
3. The proposed term concerning a person who inspected the vessel as a potential charterer but later purchased it was not pleaded and lacked evidential support. It was neither necessary nor obvious. To the extent that it enlarged the express commission rights, it was inconsistent with the existing contractual provisions.
4. The charter-party provisions dealt with a purchase by the charterer, including persons within the extended contractual definition of charterer. Neither the purchaser nor the individual who inspected the vessel had chartered it or fell within that definition. The provisions therefore did not confer an entitlement to commission.
5. Since the broker failed to establish any contractual entitlement, it was unnecessary to decide whether the introduction was an effective cause of the sale. Lord Justice Lewison and the Chancellor of the High Court agreed with Lord Justice Christopher Clarke.

1. Court of Appeal (Civil Division) dismissed the appeal and upheld the Commercial Court’s conclusion that the broker had no contractual entitlement to sales commission.
2. High Court of Justice, Queen’s Bench Division, Commercial Court (Males J) found no express or implied contract requiring payment of sales commission and held, alternatively, that the broker was not an effective cause of the sale.