Maritime Legal Update
– April 2026
“Subject to Contract”
– deal or no deal? Legal implications in maritime negotiations
(prepared by Marek Czernis & Co. Law
Office)
Firm note –
involvement in relevant matter
This issue has been the subject of a matter in
which the Law Office has been directly involved, particularly in relation to: charterparty
negotiations, offshore contracts, ship sale agreements, pre-contractual
liability disputes.
The Law Office continues to actively advise
shipowners, charterers, carriers and freight interests on these risks.
1. Introduction
The phrase: “subject to contract”
is widely used in commercial negotiations to
indicate that no binding agreement exists until a formal contract is executed.
2. Core issue
The key legal question is: can a binding
contract arise despite the use of “subject to contract”?
3. General rule
Under English law: “subject to contract”
generally prevents formation of a binding agreement, even where key terms have
been agreed.
4. Exceptions
A contract may arise if: parties act
inconsistently with the condition, performance begins, or the condition is
waived.
5. Maritime relevance
This issue is critical in: charterparty
negotiations, offshore contracts, ship sale agreements.
6. Risks: unintended contract formation, disputes
over contract existence, liability
for negotiation breakdown.
7. Practical guidance:
use clear
contractual reservations, avoid
premature performance, manage
communications carefully.
8. Conclusion
“Subject to contract” remains a powerful tool,
but only if applied consistently.
Given that this issue has been the subject of
matters handled by the Law Office, careful legal structuring is essential.
Final note – our
publications
Further insights are available at:
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