DATED _ _ _ _ _ _ _ _

 

 

 

(1) [First owner]  

 

(2) [Second owner]

 

(3) [Third owner]

 

[etc]

 

 

 

 

DEED

THIS DEED is made the __th day of _ _ _ two thousand and _ _ _ _ _ _ _ _

 

BETWEEN:-

 

(1) [full name] of [address] (“[First Owner]”)

 

(2) [full name] of [address] (“[Second Owner]”)

 

(3) [full name] of [address] (“[Third Owner]”)

 

[etc]

 

The owners include their respective successors in title and shall hereinafter be collectively referred to as (‘the Parties’).

 

WHEREAS:-

 

WHEREAS the Parties wish to enter into an agreement to share the management and use of the boat ‘[Bente 24 ………………………………………………………………………….]‘ (‘the Yacht).

 

[All Parties to discuss whether to be co-owners or joint owners – more info on RYA website]

 

[and WHEREAS the Parties have purchased the Yacht as [co-owners in the following shares:

the first owner purchasing …………………………………………………………./64ths

the second owner purchasing…………………………………………………/64ths]
etc;

or as joint owners]]
NOW THIS DEED WITNESSETH as follows:-

 

[Additional optional clauses (per RYA draft Syndicate Agreement):

·        Joint bank account

·        Casual disbursements

·        Management responsibility]

 

1.     OWNERSHIP

 

The Parties hereby recognise and agree that the Yacht is registered in their joint names and they hold the beneficial interest in the Yacht as Joint Tenants.

 

The Joint Tenants shall hold the Yacht on trust to sell the same with power to postpone sale and shall hold the net proceeds of sale (after deducting out of them the balance of any money due under clause 5 hereof and all costs of sale) on trust for themselves as tenants in common in the proportions herewith referred to with the Parties contributing in such shares to all outgoings in respect of the Yacht.

 

The said net proceeds of sale shall be divided as to […] percent ([.]%) for the [First Owner] and […] percent ([.]%) for the [Second Owner] and [etc].

 

2.     SALE BY AGREEMENT

 

Each of the Parties hereby covenants and agrees with the other Parties hereto that notwithstanding anything contained in this Deed to the contrary should at any time from the date of this Deed they agree between them to sell the Yacht, whether in response to an offer made by another party or by mutual agreement, they will all sign or execute the requisite Bill(s) of Sale and any other documents that may be required in order that 64/64th shares in the Yacht and clean title thereto may be transferred to the prospective buyer, and that the sale proceeds shall be then divided among the Parties in the proportions herewith referred to in Clause 1 at the time of such sale.

 

3.     INSURANCE

 

The Parties agree the Yacht shall at all times be insured in the sum of not less than £80,000 through Groves John and Westrup Limited (with legal protection cover, personal accident cover, and Endorsement 9 - 1 person, excess is increased by 100% if sailing single handed between dusk and dawn) with an excess of £250 or on such other similar terms or through such other recognised UK marine insurance brokers as the Parties hereto from time to time agree in writing to cover the area inclusive of Elbe to Brest (the "Area") provided always that the Yacht shall not be taken out of the Area by any party hereto without the express written consent of both the other Parties and further provided that additional insurance on similar terms to those under which the Yacht is insured in accordance with the first part of this Clause is put in place (and all premiums are paid) by that party before the Yacht is taken out of the Area.

 

4.     Clause removed.

       

5.     DIVISION OF EXPENSES

 

Notwithstanding anything to the contrary contained in this Deed and until any party shall have disposed of his or their share in the Yacht:-

 

(i)     all expenses of running, mooring, maintaining, enhancing, operating and insuring the Yacht incurred up to and including the date of such disposal shall be shared between the Parties hereto in the proportions herewith referred to in Clause 1 at the time at which such expenditure was incurred or in such other proportions as the Parties shall in writing agree from time to time PROVIDED ALWAYS that if any party shall die or both die subsequent to such an occurrence that party shall cease to be liable for his proportionate share of any expenses incurred from the date of death.

 

(ii)    In the event any party wishes to enhance the Yacht by any alteration thereto, whether internal or external, and/or the addition of any equipment, and a majority of the other Parties hereto refuse to participate in the cost of such enhancement then the party wishing to make such enhancement shall be entitled to do so at his sole expense and risk PROVIDED ALWAYS that such enhancement shall be made:

 

(a)    only after the prior written approval of a majority of the other Parties has been provided; and

 

(b)    when all necessary approvals, consents and/or agreements have been obtained in writing from any interested governmental and/or safety organisations and/or underwriters whomsoever; and

 

(c)    without any alteration or increase in the share of any sale proceeds of the Yacht as defined in Clause 1 above unless otherwise agreed by a majority of the Parties in writing.

 

(iii)    It is recognised by all Parties that the use of the Yacht can contribute to:-

 

(a)    additional maintenance costs; and

 

(b)    accelerated depreciation of the Yacht and its machinery sails and fitments.

 

Accordingly, in the event that it is felt that one or more of the Parties hereto is making substantially more use of the Yacht than the proportions herewith referred to in Clause 1 would entitle him to, then the remaining party or Parties may seek to adjust the proportion in which the costs of running the Yacht as described in Clause5(i) hereof are shared and in the absence of any agreement the party or Parties making more use of the Yacht than they are entitled shall reduce such use to equate to the proportions herewith referred to in Clause 1.

 

6.     USE OF THE YACHT

 

(i)     The Parties hereto agree that unless otherwise agreed between them they shall be entitled to the use of the Yacht for that number of week ends during the period from 1st April to 31st October ("the Season") in any year as corresponds to the proportions herewith referred to in Clause 1. It is further agreed that the same proportions of week end use shall apply to the period 1st June to 31st August and 1st May to 30th September in any year.

 

(ii)    A programme of use shall be agreed between the Parties by 31st January in any year (or such later date as shall be agreed) which shall detail the dates on which each of the Parties hereto shall be entitled to the use of the Yacht although such programme shall remain flexible and may be amended at any time by mutual agreement.

 

(iii)    Any of the Parties shall be entitled to use the Yacht on week days during the Season which do not appear on the usage programme having first ascertained that neither of the other Parties wish to use it and any of the Parties may use the Yacht out of the Season provided that he or they ensures:

 

(a)    that the Yacht is fully covered by insurances for such use; and

 

(b)    meets any additional expense incurred by such use; and

 

(c)    that adequate time remains available to carry out any necessary winter servicing, maintenance, repair or overhaul of the Yacht.

 

(iv)   If whilst any party is using the Yacht any incident occurs which results in damage to the Yacht or any of its machinery, equipment, fitments or a malfunction occurs in any of the Yacht's machinery or equipment then the party concerned shall:-

 

(a)    use his best endeavours to have the necessary repairs carried out without delay; and

 

(b)    if appropriate ensure that the Yacht's insurers are informed of the incident without delay to ensure that a claim may be made against the cost of the repairs; and

 

(c)    inform the other Parties and in particular any party whose future use of the Yacht may be jeopardised as a result of the incident.

 

(v)    If any party is or Parties are for whatever reason unable to use the Yacht during any period or periods allotted to him or them in the programme agreed pursuant to sub-clause (ii) above then he or they shall promptly notify the other Parties so that:-

 

(a)    if the other Parties agree the programme can be suitably rearranged; or

 

(b)    if the other Parties fail to agree a re-arrangement of the programme then those other Parties may agree between them to take up the vacant period or periods.

 

7.     UNAUTHORISED USE OF YACHT

 

No party shall allow the Yacht to be sailed or used in any way by any third party unless:-

 

(i)     it is an emergency and outside assistance is required; or

 

(ii)    the Yacht is being moved by persons (including boat yard staff) who have been duly authorised by the Parties for the purpose of carrying out maintenance or repairs; or

 

(iii)    the other Parties have given their approval to such party for the Yacht to be used on a specific occasion or for a specific purpose by a named third party who must be suitably qualified.

 

8.     Clause removed.

 

9.     TRANSFER OF SHARES

 

(i)     Save as provided in Clause 2 and 10 hereof and unless otherwise mutually agreed in writing between the Parties no party hereto nor their successors executors or personal representatives shall be entitled to sell or transfer his or their (or any part of his or their) beneficial ownership in any of the shares in the Yacht held by him or them without first offering to the other Parties (collectively the "Transferees" and individually the "Transferee") the opportunity to purchase his or their (the "Transferor") shares in the Yacht by giving twelve (12) months notice (the "Transfer Period") in writing to each of the Transferees of his or their intention to sell or transfer his or their shares (the "Transfer Notice").

 

(ii)    Upon receiving the Transfer Notice if the Transferees or either one of them within ten (10) days of receipt of the Transfer Notice offer together or individually to purchase all such shares in the Yacht from the Transferor at the price mentioned in their or his offer (the "Sale Price") and the Transferor accepts the offer(s) made by the Transferee(s) then the sale of the Transferor's shares to the Transferees in such proportions as mentioned in sub-clause (v) below shall take place at such date as the Parties shall agree but not in any event later than the end of the Transfer Period. If only one Transferee makes an offer within the required period and the Transferor accepts such offer then the sale of the Transferor's shares shall take place on such date as the Transferor and Transferee in question shall agree but not in any event later than the end of the Transfer Period. If no such offer is made or the Transferor does not accept the Sale Price within ten (10) days of such an offer or increased offers (provided that such increased offers are made within ten (10) days of receipt of the Transfer Notice) then the Parties hereto shall use their best endeavours during the Transfer Period to find a purchaser (the "Purchaser") of the Transferor's shares in the Yacht who shall be acceptable to the Transferees (such acceptance not to be unreasonably withheld).

 

(iii)    As and when a Purchaser has been identified that is acceptable and a reasonable purchase price (the "Purchase Price") has been negotiated by and agreed with the Transferor the Transferees or either one of them shall have the option of making a further offer to purchase the Transferor's shares in the Yacht at that Purchase Price, such offer to be made within ten (10) days of the date on which the Purchaser would have been willing to offer the Purchase Price and the Transferor would have been willing to accept the Purchase Price (as defined by the date of the Purchaser's written offer and certified as reasonable and acceptable by the Transferor) PROVIDED ALWAYS that the Transferor shall be bound to accept the Transferees' or (if only one makes a further offer) the Transferee's further offer in preference to the offer of the Purchaser or any subsequent offer made by the Purchaser.

 

(iv)   If notwithstanding the best endeavours of the Parties hereto a Purchaser cannot be found within the Transfer Period then within ten (10) days of the end of the Transfer Period and at the option of the Transferees:-

 

(a)    the Transferees or either one of them shall be entitled to make a final offer to purchase the Transferor's shares in the Yacht such offer to be calculated in accordance with the then market value (the "Market Price") of the Yacht which, failing agreement between the Parties, shall be determined by advice received from two independent Yacht brokers, one appointed by the Transferor and the other by the Transferee but in the event that the Market Price cannot then be agreed the said brokers will appoint a third independent broker whose decision as to the Market Value of the Yacht shall be final and binding on the Parties; or

 

(b)    the Transferees shall together with the Transferor agree to sell all their shares in the Yacht at a price (the "Fixed Price") to be determined either by the Parties hereto or a yacht broker acceptable to the Parties but failing agreement the Fixed Price of two independent yacht brokers (or, if they cannot agree, the average of such valuations), one appointed by the Transferor and the other by the Transferee(s) whereupon the Yacht shall be sold in accordance with Clause 2 above and the Parties hereto agree with each other to accept the nearest offer to the Fixed Price received over the following (or each subsequent) three month period running from the tenth day after the end of the Transfer Period.

 

(v)    the Transferor shall in exchange for the payment of the Sale Price or Purchaser Price or Market Price (as the case may be) deliver to the Transferee(s) (or if only one of them the relevant Transferee) and/or Purchaser such documents duly executed by him as the Transferee(s) and/or Purchaser shall reasonably require to effect and evidence the transfer of beneficial ownership of the shares in the Yacht owned by the Transferor and such other documents (if any) duly executed by him as shall be required by the Registrar of Ships in Cardiff to record the (b) change of registered ownership on the Register. Any sale to both the Transferees shall be on the basis that fifty per centum of the share of the Transferor are sold to each of them (unless the Transferees between them shall agree otherwise).

 

10.    Clause removed.

 

11.    DEFAULT

 

(i) The occurrence of any of the following shall constitute an "Event of Default". Namely:-

 

(a)    if any party hereto fails to contribute or pay that his due proportion of any of the expenses set out in Clause 5 (i) above within fourteen (14) days of receipt of a request to do so;

 

(b)    if any party should enhance the Yacht without first obtaining the approvals, consents, and/or agreements (as the case may be) required by Clause 5 (ii) above;

 

(c)    if any party should take the Yacht out of the Area (as defined in Clause 3) without first obtaining the said consent and insurances required by that clause;

 

(d)    if any party should allow a third party to use or sail the Yacht in breach of Clause 7 hereof or if any party sub-lets the Yacht in breach of Clause 8 hereof.

 

(e)    if any party shall be in breach of the provisions of this Deed and shall not (if the same shall be capable of remedy) remedy the same within fourteen (14) days of service of a notice by either of the other Parties specifying such breach requiring the remedy thereof;

 

(f)     if a petition (other than one which can be shown to be vexatious, frivolous or an abuse of process) is presented in any court for the bankruptcy of any party;

 

(g)    if any proposal is made to any party by any creditor of that party for an individual voluntary arrangement pursuant to Part XIII of the Insolvency Act 1986;

 

(h)    if any party is unable to pay his debts as they fall due within the meaning of Section 268 of the Insolvency Act 1986.

 

(ii)    Upon the occurrence of any Event of Default, any party not in default may serve on the defaulting party (the "Defaulting Party") a Notice of Default setting out the details of default whereupon the Defaulting Party shall have seven (7) days within which to remedy any such default (if the same shall be capable of remedy) but if such a default is not made good within seven (7) days of service of a Notice of Default either of the Parties not in default shall be automatically and irrevocably constituted as the attorney of the Defaulting Party without limitation and in the name of the Defaulting Party to do all acts and things whatsoever necessary for the maintenance and upkeep of the Yacht in an efficient state of repair and (as the case may be) the sale of the Yacht or the Defaulting Party's shares in the Yacht (without the need to follow or comply with any of the provisions of Clause 9 above) and to receive any monies or the due proportion of any monies whatsoever (including but not limited to insurance claims and/or return premiums) that would in the normal course of events have been due to the Defaulting Party.

 

(iii)    Out of any monies received and to which the Defaulting Party has any interest pursuant to Clause 10(ii) above either of the other Parties shall be entitled to pay any sums due from the Defaulting Party to the other Parties and the Defaulting Party's share of any expenses in maintaining upkeeping or selling the Yacht or that Defaulting Party's shares until the Yacht or the Defaulting Party's shares (as the case may be) have been sold. Any balance after such deduction shall be paid to the Defaulting Party or any other person entitled thereto.

 

12.    SUCCESSORS AND ASSIGNS

 

This Deed shall bind the successors, personal representatives and assignees of the Parties hereto as well as any receiver and/or trustee in bankruptcy appointed in the event of the bankruptcy of any party and shall be governed and construed in accordance with English law. No party shall assign any of his rights under this Deed without the consent of the other Parties.

 

13.    NOTICES

 

A notice to be given hereunder shall be in writing and shall be sent by email and delivered or sent by post to the last known address of the party concerned. Any document sent by post shall be sent by first class post in a pre-paid envelope to the party in question at his address first written above or as notified from time to time in writing and shall be deemed to have been received forty eight (48) hours after the time of posting

 

14.    COUNTERPARTS

This Deed may be executed in any number of counterparts, all being originals, and all such counterparts taken together shall be deemed to constitute one and the same document.

 

15.    GOVERNING LAW

This Deed shall be governed and construed in accordance with English Law.

 

IN WITNESS whereof the Parties have executed the Deed the day and year first before written.

 

EXECUTED as a DEED by the said            )

[First owner] in   )

the presence of:-                                     )

 

 

 

EXECUTED as a DEED by the said            )

[Second owner] in              )

the presence of:-                                     )

 

 

 

EXECUTED as a DEED by the said            )

[Third owner] in           )

the presence of:-                                     )

 

 

[etc]