On 17 May 2024, a judgment of the Amsterdam District Court was published in a dispute concerning a fire that broke out on board a yacht requiring the yacht to be salvaged (ECLI:NL:RBAMS:2024:2492).
Facts presented
The buyer bought a yacht built by Italian shipyard Sanlorenzo through yacht dealer Lengers Yachts in February 2020. The general conditions declared applicable in the purchase contract between the buyer and Lengers Yachts contained a choice of forum for the Amsterdam District Court. The yacht was delivered in June 2020. Between September 2020 and April 2021, additional work on the yacht was carried out by Sanlorenzo in Italy on behalf of Lengers Yachts. In August 2021, the buyer leased the yacht to third parties in France. A fire then broke out on board the yacht. The yacht was subsequently salvaged and transported to Greece. The buyer received an amount comparable to the purchase price from its insurer.
The buyer and its insurer claim rescission of the purchase contract and damages from Lengers Yachts and Sanlorenzo in the amount of at least the amount paid out because the yacht was allegedly built in breach of the applicable requirements. Sanlorenzo claims that the court has no jurisdiction to hear the claim of the buyer and its insurer against Sanlorenzo.
Court considerations
The court considers that in accordance with the default rule of the Recast Brussels I Regulation (Brussel I-bis), the court of the defendant’s domicile, in this case Italy, has jurisdiction to hear the dispute against it. The court considers whether a different ground of jurisdiction may apply.
First, the court considers whether it can derive jurisdiction for the claim against Sanlorenzo from Article 8(1) of the Recast Brussels I Regulation, as it has jurisdiction as regards the other defendant, Lenger Yachts, by virtue of the choice of forum clause. However, according to the court, this article cannot apply because Lenger Yachts is domiciled in a district other than that of the District Court of Amsterdam. Put differently, the court’s jurisdiction over the Dutch anchor defendant, in this case Lenger Yachts, must be based on that defendant’s domicile and not on a choice of forum clause. As a result, the court does not even consider whether there is such a close connection between the claims against Lenger Yachts and Sanlorenzo that the proper administration of justice requires their simultaneous treatment and trial.
The court also rejects the argument of the buyer and its insurer that the purchase agreement can be seen as a tripartite contract or that Sanlorenzo should have the choice of forum clause of Lengers Yachts applied against it by way of a third-party stipulation. It considers that Sanlorenzo is not a party to the purchase agreement even though Sanlorenzo was aware of it. Indeed, under Article 25 of the Recast Brussels I Regulation, consent to a choice of forum clause must be clearly and precisely expressed. As the buyer and its insurer have not alleged any facts on the basis of which it can be established that Sanlorenzo agreed to the choice of forum clause, it cannot be held against Sanlorenzo.
The court therefore declines jurisdiction to adjudicate the claims of the buyer and its insurer against Sanlorenzo.
Lessons learned
This case demonstrates that foreign third parties cannot simply be dragged before a Dutch court. Although Sanlorenzo seems materially relevant to the dispute, having carried out work on the yacht after delivery, it can only be sued before a court other than that of its domicile if the Recast Brussels I Regulation so provides. The buyer and her insurer, if they wish to proceed against Sanlorenzo, will probably have to initiate proceedings before the Italian courts.
We have extensive experience in drafting and advising on dispute resolution provisions in contracts for the construction and sale of yachts and on jurisdiction disputes relating to such contracts. If you have questions about the content of such contracts or need an analysis of your dispute, please feel free to contact us.
