Author: Informatyk A. Przybysz

Why leasing a large yacht is a different league 

Superyachts always evoke strong emotions. They come with larger sums of money, greater luxury, but also more formalities and more responsibility. 

But what exactly is a superyacht? 

As lawyers, we have a weakness for definitions, but the term is not defined in Polish regulations. Conventionally, superyachts are considered to be vessels longer than 24 meters (80 feet). Typically, this category ends at 60 meters (197 feet), with anything larger considered a megayacht or simply a ship. 

Although this article is applicable to yachts exceeding these limits, leasing a megayacht is a rarity. At least in the Polish market. 

In Poland, the distinction between luxurious, large yachts and superyachts is reflected primarily in registration regulations. 

There are two registration systems in place: 

• Reja24,
• ship registry. 

The rule is that a yacht with a Polish nationality and a hull length exceeding 24 meters must be registered in the ship registry. 

Yachts with hull lengths up to 24 meters, on the other hand, are subject to registration in the simplified Reja24 registry. 

The transfer of ownership of a superyacht 

So, what happens with a superyacht? A superyacht, i.e., a vessel with a hull longer than 24 meters that is to sail under the Polish flag, must be entered into the ship registry. This, in turn, comes with additional formal requirements concerning the form of the sale of such a yacht. 

If the yacht belongs to a Polish citizen residing in Poland or a Polish company, the contract for the transfer of ownership must be made in writing with notarized signatures. 

This is very important when it comes to the form of leasing agreement, as we’ll see shortly. 

How leasing a superyacht works 

In practice, there are two basic types of leasing: financial and operational. The differences between them are significant particularly in terms of tax issues. However, from our perspective, what matters is that each of these types has different buyout terms. 

Operational leasing is very similar to long-term rental. The main assumption of operational leasing is the use of the yacht rather than its buyout at the end of the lease. A buyout is usually possible, but it is not the goal of the agreement. 

In financial leasing, the buyout is the default. Often, leasing contracts are structured in such a way that the sale of the leased item (in our case, the superyacht) happens automatically once certain conditions are met. The parties do not plan to enter into any additional agreements. An invoice is issued, and the matter ends there. But this is where the trap lies. 

How does the buyout agreement for a superyacht look 

To understand the agreement that concludes the lease, based on which you buy the superyacht, you should distinguish between two legal concepts: 

• a binding contract,
• a contract transferring ownership under a condition. 

A binding contract stipulates that after the lease ends, each party has additional obligations. These obligations include entering into a further contract (the buyout contract), and sometimes making additional statements within the timeframes defined by the contract. 

On the other hand, a contract transferring ownership under condition assumes automatism. The obligation to transfer ownership and the terms of sale (including price) are already defined by the leasing agreement itself and possibly its annexes. Once the lease ends, the lessee simply receives an invoice documenting the purchase, and that’s all. 

Which of these options is included in the leasing contract will determine what formal requirements need to be met by either the leasing agreement or the buyout agreement. 

The “ownership transfer by invoice” trap 

And here comes the question – what exactly is a VAT invoice? 

Can I transfer ownership based on it? And ownership of a superyacht, at that? 

A VAT invoice is simply an accounting document. It confirms the conclusion or execution of a contract, but it is not a contract itself. The invoice is issued by only one party to the contract, while a contract requires at least two parties. 

Since the VAT invoice is not signed by both parties and only confirms the sale, ownership will definitely not transfer based on it. The invoice only confirms the transfer of ownership, which comes from the leasing agreement or another sales contract. 

But for a superyacht, the transfer of ownership requires a written contract with notarized signatures. 

Thus, both parties must sign such a contract at the presence of a notary. Otherwise, the transfer of ownership will simply be invalid. 

What the Supreme Court says about this 

In 2005, the Polish Supreme Court dealt with the form of contracts transferring ownership of ships registered in the registry (IV CK 108/05). While it ruled under the outdated Maritime Code of 1961, the provision it relied on in the new law remains the same. 

The Supreme Court stated that, in practice, two viewpoints can be found: 

1. a contract obligating the parties to conclude another contract (a preliminary agreement) must be made in a special form (in our case, with signatures certified by a notary), and 
2. a binding contract does not need to be made in a special form – only the contract transferring ownership requires such a form. 

Therefore, the Supreme Court, in my opinion quite rightly, concluded that the written form with notarized signatures applies only to those contracts that actually result in the transfer of ownership. 

This requirement does not apply to contracts that merely oblige the parties or allow them to transfer ownership of the yacht. 

And how does this affect leasing agreements? Well, it is very significant. 

If the leasing agreement states that after the lease term, the parties will enter into a buyout agreement, then a regular written form is sufficient for that leasing agreement. 

However, if there is an automatic buyout that does not require any additional agreement, the leasing agreement must be in writing with notarized signatures. 

How to safely structure a buyout in a large yacht lease 

In practice, determining what form the contract should take is not as simple as it may seem. A helpful clue may be determining whether the parties will enter into any additional agreements beyond the leasing contract. 

Under Polish law, when assessing the significance of the contract, the wording is not the most important. What matters much more is what the parties intended to achieve – what their common purpose was. 

So, if the parties intended to handle all formalities under one agreement and simply issue an invoice after paying the price, it must be regarded as a conditional sales contract. This means that such a superyacht leasing agreement requires a special form. On the other hand, if the parties expect that the end of the lease grants them the right to buy the yacht but will enter into another agreement, then the second agreement will need to have a special form. 

Conclusion 

The sale of a superyacht requires particular attention. Mistakes often occur at the stage of poorly drafted leasing agreements. Correcting these mistakes may not be easy and may require complex legal solutions that could have been avoided with a careful analysis of the leasing contract provisions. 

And the consequences? Well… the most serious one could be the invalidity of the yacht’s transfer agreements by the lessee and the inability to deregister the yacht from the registry. Therefore, it is definitely worth preventing these issues in advance.

Offshore projects, due to their unique risks, require special protective mechanisms and clear settlement rules. Well-crafted provisions in these areas can make the difference between success and costly delays or legal issues. 

Therefore, in the second part of the article dedicated to construction contracts in offshore projects, we focus on the following aspects: 

• safeguarding the interests of the parties,
• the method of determining remuneration,
• procedural rules in the event of force majeure.

Safeguards, payment and force majeure 

When signing a contract for an offshore construction project, both the investor and the contractor must think about securing the completion of the work, setting precise payment conditions, and preparing for unforeseen situations. After all, every project at sea is not only a business venture but also an art of risk management. 

Securing the investor’s interests – the “anchor” of stability 

Complex and costly offshore projects require strong safeguards that protect the investor in the event of the contractor failing to fulfill their obligations. The contract may provide for various forms of security, with the most common being a bank guarantee. This mechanism acts like an “anchor” – allowing the investor to cover the costs of potential repairs or delays without the need to allocate additional funds. 

Payments – staged remuneration and transparency 

Payment is not just a reward for completed work, but also a way to continuously monitor the progress. Staged remuneration works particularly well in offshore projects, where each phase carries significant costs and risks. The contract should stipulate payments upon the completion of each stage, and they should be contingent upon the fulfilment of specific conditions, such as providing progress reports. 

Force majeure – winds, waves, and other surprises 

The situation at sea changes rapidly – the progress of work can be influenced, for example, by weather conditions or other unforeseen events. This is why it is important to include a force majeure clause in the contract. This safeguard allows for the suspension of work in exceptional circumstances, such as storms or environmental hazards. With such a clause, neither party will be burdened with additional costs for situations beyond their control. 

Conclusion 

A construction contract in the offshore industry is more than just a standard agreement. It is an action plan, a set of safeguards, and a compass that guides both parties through the complexities of maritime project execution. Careful attention to every element of the contract can determine whether the investment succeeds and help avoid unnecessary legal complications. 

Chartering a yacht is becoming an increasingly popular way to spend a vacation. It provides a sense of freedom, the opportunity to discover new places, and a connection with nature, usually without crowds, hotel queues, and rigid schedules. A few clicks are all it takes to find the perfect yacht, select a date, and set off on the voyage of a lifetime. But before stepping onto the deck, it’s worth taking a closer look at what you’re signing. 

A charter agreement is not just a document to tick off “as a formality”. It’s a document that can have legal, financial, and organizational consequences. While there are good, proven contract templates used by reputable charter companies and brokers, in practice – especially in the local market – many contracts are hurriedly created or copied from unreliable sources. 

As a result, charterers often don’t know exactly what they’re paying for, what happens if something breaks, or what to do if the weather ruins their plans. This is a sure path to misunderstandings, unpleasant surprises… and ruined vacations. 

What exactly are you buying 

The most common issue is a lack of clarity about what the price covers. Sometimes, charges for final cleaning, fuel, port fees, or even bedding must be paid separately, even though charterers assumed everything was “included”. When a detailed breakdown is missing, unexpected additional charges can add up to several hundred euros. 

In such a situation, it’s important to check whether the contract you’re signing truly reflects what you’ve agreed upon with the owner. If you’re unsure about what’s included in the service you’re purchasing, ask and have it specified in the contract. 

Deposit – refundable or not 

Another issue is the deposit. It’s not uncommon for the contract to lack clarity on who will settle the deposit and when, what “damage” or “undamaged return” means, and to what extent the owner can withhold part of it. As a result, even small scratches on the hull or a missing anchor can lead to a loss of several thousand złoty (PLN). 

A contract will never cover 100% of possible situations. However, you can reduce your uncertainty by adding a simple clause stating that the deposit will only be forfeited for documented and justified costs of repair. You can also specify that ordinary wear and tear (e.g., small scratches requiring no action) does not result in the loss of the deposit. 

What to do if something breaks 

Another frequent problem is the lack of information on what to do in case of a breakdown or issues with the yacht. Air conditioning not working? Toilet broken? No radio? Poor lighting? If the contract is silent, you can’t expect a price reduction or any support during the trip. 

Of course, you agree to a working yacht, but what if any compensation can only be claimed after the vacation ends? It’s much better to plan for potential issues upfront. Don’t list every possible problem, but add a clause that if the yacht doesn’t meet the agreed-upon standards (i.e., what you discussed), you can demand a price reduction. Additionally, if the yacht does not meet safety requirements, the owner must provide a yacht of the same or higher standard or refund your money and repair the damage. 

Can you cancel the charter 

The cancellation of a charter is also an important issue. Contracts often don’t account for situations where the charterer – due to valid reasons – has to cancel the trip. A lack of flexibility in such cases can result in the loss of the entire deposit, even with significant advance notice. Be sure to define by when you can cancel and what happens to the deposit. 

Who is responsible for third-party damages 

It’s also worth paying attention to civil liability – who is responsible for damages caused to third parties. Sometimes, charterers are held responsible without realizing that the yacht lacks proper third-party liability insurance (OC) or hull insurance (casco). While this may seem like a minor detail, in case of an accident in the harbour or a collision, it can lead to very high costs. 

📌 We’ll discuss insurance issues (OC, casco, insurance deposits) in more detail in a separate article. 

Hidden costs and “minor” fees 

It’s also concerning when additional fees appear only after signing the contract—e.g., VAT, cleaning, port services. The final price can increase by 20–30% compared to what was initially agreed upon via email or phone. 

Make sure the contract clearly specifies—either directly or by referring to an attached price list—what you need to pay and for what. This is something you must know before signing. 

The contract only favours the owner 

Sometimes the contract contains very one-sided provisions – for example, the owner can change the yacht or cancel the charter without penalty, while the charterer faces harsh penalties for any changes. Such imbalances are a red flag. 

Without a protocol, you’re in trouble 

Finally, too often, the yacht’s technical condition is not documented at the time of pickup. The lack of photographic documentation, a protocol, or an equipment list will work against the charterer if the owner later claims “new” damage. 

A protocol ensures the safety of both parties, it is in everyone interest to sign it. For extra protection, always take detailed photos of the yacht on the day of pickup and return. 

This is not discouragement – just a warning 

Does all this mean that chartering a yacht isn’t worth it? Quite the opposite. It’s one of the best ways to spend a vacation – provided you know what you’re getting into. 

If you charter a yacht in the Mediterranean, there’s a good chance the owner or broker will use standard templates (e.g., MYBA Charter Agreement). However, even then, you’re still required to read the contract. Remember, ignorance of the law, including contractual law, is no excuse. 

Use the checklist before signing your charter agreement 

And finally, check our checklist. It will definitely come in handy! 

• Do you know exactly what the price covers (and what is charged extra)?
• Do you have a description of the yacht pickup and return procedure and the terms for the return of the deposit?
• Does the contract include contact details for someone responsible for breakdowns or complaints?
• Do you know what happens if you cancel the charter?
• Is the yacht covered by valid third-party liability and hull insurance?
• Do you need additional insurance – e.g., skipper’s liability?
• Is the contract “symmetrical” – do both sides have equal rights and obligations?
• Will there be a protocol and technical documentation of the yacht’s condition at pickup?

“I didn’t spend all those years studying just to write in plain language now.” This is a sentence I once heard from a fellow lawyer. It was at the very beginning of our struggle to implement plain language at Zbroja Adwokaci. A struggle – there is no better word for it –because for us, lawyers, the greatest difficulty in using plain language is a mental barrier. 

And even once that barrier is overcome, there are many habits we simply must unlearn, which is often harder than learning something from scratch. 

What plain language is really about 

It is only about one thing: making sure people understand you. Here and now. So that they do not have to spend an hour deciphering an email from a lawyer – especially when they need to decide in five minutes. So that after the first interaction, they still want to talk to you and are not afraid to do so. Without analyzing whether they are asking a smart or a stupid question. Without wondering whether they have really understood the answer and then looking for confirmation online. 

Why it is so difficult 

Because no one ever taught us communication. We were taught only how to use language correctly. Of course – just to be clear – plain language is also the correct language. It is, and must be, correct in every aspect: stylistic, grammatical, punctuation-related – without that, it simply would not be clear. 

But above all, language must be understandable and consider who we are speaking to and what we want to convey. 

Sometimes I have the impression that lawyers’ conversations and written submissions are like ceremonial tributes, meant to showcase their knowledge, eloquence, and years of education. The recipient becomes little more than an object onto which these golden thoughts are bestowed. It does not really matter what they do with the information, or whether they process it at all. What matters is that, from my side, everything looked impeccable. 

That said, to be fair – implementing plain language is often not a problem on our side alone. Clients, too, have a mental barrier when it comes to documents in which at least several pages are not filled with verbatim quotations from statutes. 

For us, quoting the law is very safe – safer than explaining a provision in our own words and risking that the client or the opposing party will draw different conclusions. Of course, we must be cautious. But let us avoid becoming like doctors who quote the name of a disease straight from a medical classification without explaining what is actually wrong, because the patient might misunderstand and later make a claim. Or like car mechanics who do not even care whether anyone understands them, because the car will be left for repair anyway. 

Our value lies in partnership 

Pioneers never have it easy. Still, plain language is one of the fundamental features of communication through which we strive to stand out. We want to be partners to our clients and support them in understanding the legal environment – also through the language we use.

Copyright law is often associated only with the artistic industry. The first things that come to mind are songwriters, screenwriters, or authors of books. 

However, this law has a broader, often overlooked scope of application. It plays an important, sometimes quite problematic, role also in the maritime industry and the yacht manufacturing sector. 

For example – who holds the copyright to a yacht’s keel? The project commissioner, the architect, or the shipyard that turns the design into a tangible product? 

Copyright to a yacht’s keel – who owns it?

The Polish Copyright and Related Rights Act clearly states that copyright belongs to the creator of the work. A work is defined as a manifestation of creative activity that has an individual character, is established in any form, regardless of its value, purpose, or manner of expression. 

In the production of a yacht’s keel, with three parties involved: 

• the client commissioning the design and production of the keel,
• the architect who prepares the design,
• and the shipyard that brings the design to life, 

the architect is considered the creator under copyright law. Therefore, the architect will hold both economic and moral copyrights. 

If the architect (the creator) is employed under an employment contract, the employer will acquire the economic rights to the work within the limits defined by the employment agreement. 

Thus, if the client wishes to use the keel design without infringing anyone’s rights, they should sign an agreement in which the architect transfers all economic copyrights to them. 

Provisions in the agreement 

This means that in the contract for designing the yacht’s keel, the provisions for the transfer of all economic copyrights and related rights to the client should be included. The safest moment for the transfer of these rights is when the project is handed over to the client. Additionally, it is worth including a clause stating that the creator authorizes the client to exercise their moral rights, and the creator agrees not to exercise those rights. 

With such an agreement in place, the client will reduce the risk of a conflict with the creator of the keel design and will be able to freely dispose of the project, allowing the shipyard to build the yacht’s keel and ultimately the finished vessel. 

Career dilemmas 

When applying for a job, it’s common to wonder what exactly to put on your CV. Which experiences? Which skills? All your education or just the most recent? 

Some say that depending on the position, certain things are better left unsaid, while others are irrelevant – or simply don’t matter. And, in most cases, that’s true. 

A Graphic designer who wanted to be a secretary 

Once, we were looking for someone to join our law firm’s administrative team. In the job posting, we clearly described the role, outlined our expectations, and detailed the responsibilities. We received many applications – some closely matched the posting, others less so. But one application left us completely puzzled. 

It was from a graphic designer, and everything on their CV related to their design work. Not once did it mention any experience relevant to secretarial work. Instead, there was a long list of design achievements, software skills, and projects. We tried to connect the dots, but in the end, we concluded that the candidate had probably just applied for the wrong job. 

Read before you apply 

This example makes an important point: to respond effectively to a job posting, you first must read it. And, obviously, if you’ve spent your career as a doctor, don’t apply for a position as an attorney at law. 

What actually matters 

CVs for those starting their careers can – and should – be broader. If you’re a law student or a first – year legal trainee, you probably don’t have extensive experience as a lawyer. That’s fine. Internships, legal clinics, or volunteer work during your studies are invaluable – they show that you wanted more than just lectures, that you were eager to gain practical experience. 

At this stage, almost everything you’ve done so far is relevant. 

When we consider bringing someone onto our team, we pay attention not just to your CV, but also to what we can read between the lines: were you active, do you work well in a team, have you co-organized events, do you follow through on ideas, have you stayed committed to an organization for more than a month? 

Growth is our core value 

Include summer jobs, like camp counselor or restaurant waiter. To us, they signal independence, initiative, and a willingness to take responsibility. Most importantly, they show you’ve gained customer service experience! 

And if that summer job was abroad, we’ll assume you’re not afraid of challenges – and that you’re motivated to grow. 

When writing a CV, think broadly. There’s no job where the only thing that matters is being a top student with perfect grades. You never know which experience could become your strongest asset – especially at the start of your professional journey. 

And the time for technical expertise will come. At our law firm, the most important value is growth: the growth of our clients, our firm, and our lawyers. 

Do you design and build yachts? What if you find out that someone else has registered an almost identical design at the patent office? Do you know what you can do in that situation? How can you effectively defend your industrial design, even if you haven’t registered it yet? In this article, you will find the answers. 

Industrial design 

An industrial design is the appearance of your yacht – its shape, lines, contours, texture, or pattern of painting. By registering an industrial design, you protect yourself from being copied by competitors (including former employees who may have a slightly different idea for themselves). But what should you do when someone registers a design that is a plagiarism of your project? 

Why is someone registering my design 

The patent office, whether national, European, or international, does not examine the design in depth. It relies solely on the application. It is not uncommon for “professional registrants” to search for innovative designs and register them as their own, hoping for a lack of response from the legitimate creator. Later, they can easily reap financial benefits from the unfairly registered design, and reversing the situation is not easy. 

Legal steps 

If you notice that someone has registered a design very similar to yours, don’t hesitate to take action. First, check if the design looks identical to your yacht, or if it has been altered. Does its shape result solely from the functions it serves? If you have doubts, it is worth considering filing an objection with the patent office. 

Objection procedure 

An objection is a formal process that allows you to challenge the registration of a design that may be a plagiarism of your work. Remember that you have a limited time to file an objection – usually several months from the publication of the application in the patent office (depending on the procedure chosen by the registrant). In the objection, you must prove that the design is not new, lacks individual character, or infringes your rights. You can do this by providing all available evidence, but the most important will always be designs and photographs of your products, as well as sales documents. 

Actions by the Patent Office 

After filing the objection, the patent office will examine the case. The outcome can vary – from rejection of the competitor’s application, to modification, or even withdrawal of the design. Remember that the office conducts proceedings based on an administrative procedure, which is very strict and requires particularly good preparation from its participants. 

Summary 

If you are a creator and earn money from your innovative designs and finished products, you undoubtedly track the market and the movements of your competitors. It is also worth dedicating time and effort to monitoring official registers and conducting intellectual property audits. It is hard to imagine a worse scenario than being prohibited from producing certain units simply because you didn’t notice how someone unfairly registered your design. 

Although design registration, monitoring patent office publications, and the objection procedure may seem complicated, it is important to remember that proper intellectual property protection can significantly enhance your competitive advantage in the market. If you have doubts that someone is infringing your rights, it is advisable to seek professional legal assistance – this is key to effectively defending your intellectual property.