On 24 July 2025, a judgment of the Noord-Holland District Court was published in a dispute concerning damage to a yacht that partially sank after a refit (ECLI:NL:RBNHO:2025:7994).
Facts presented
In 2014, the owner of motor yacht Sea Falcon II entered into a contract with the Spanish shipyard Varadero for the refit of the yacht. The Dutch contractor Spaarnestad was involved in the revision of the engines during the refit. The shipyard and the contractor collaborated on several projects between 2012 and 2014.
In 2015, the yacht partially sank in Spain. The owner’s insurers held the shipyard liable. In 2024, a Spanish court of appeal ordered the shipyard to compensate the insurers for the damage caused by the sinking of the yacht. The shipyard then held the contractor liable for this damage.
The contractor seeks a declaration from the Dutch court that it is not liable for the partial sinking of the yacht. The shipyard requests that the court declare itself incompetent to hear the case. The shipyard believes that the contractor only had an agreement with the owner of the yacht. However, even if there is a contractual relationship between the shipyard and the contractor, no choice of forum clause has been agreed in favour of the Dutch court because the contractor never provided its general terms and conditions, the shipyard argues. The subcontractor argues that the court does have jurisdiction because the choice of forum clause in the general terms and conditions of the Association of Importers of Combustion Engines applies to the relationship between the parties.
Court considerations
The court considers that, in accordance with the default rule of the Recast Brussels I Regulation (Brussels I-bis), the court of the defendant’s domicile, in this case Spain, has jurisdiction to hear the dispute against it. However, the court examines whether it can derive jurisdiction from the choice of forum clause in the contractor’s general terms and conditions. The court considers that, because the contractor is established in the Netherlands and the alleged agreement with the shipyard qualifies as a service agreement within the meaning of the Rome I Regulation, the existence and validity of that agreement must be assessed under Dutch law.
The court finds that no agreement has been concluded between the parties under Dutch law. It considers that the contractor contracted directly with the owner of the yacht, in particular because the contractor and the captain of the yacht, who was authorised to represent the owner, corresponded directly about the work to be performed, agreeing that payments had to be made through the shipyard for tax reasons. In addition, the shipyard and the owner specifically agreed that the shipyard could charge a 5% mark-up for the presence of parties engaged by the owner at the shipyard. The ruling of the Spanish court of appeal also does not indicate the existence of an agreement between the contractor and the shipyard. The same applies to the statement by the captain of the yacht that the owner of the yacht contracted the shipyard for the entire project, as this statement does not address the aforementioned direct correspondence or agreed mark-up.
The court therefore concludes that there is no valid choice of forum between the contractor and the shipyard within the meaning of Article 25 of the Recast Brussels I Regulation. Since it has not been established that any other alternative basis for jurisdiction applies, the court declines jurisdiction to adjudicate the contractor’s claim against the shipyard.
Lessons learned
This case shows that foreign parties cannot simply be dragged before a Dutch court. They can only be sued before a court other than that of their domicile if the Recast Brussels I Regulation so provides. If the contractor wishes to proceed with legal action against the shipyard, it will probably have to initiate proceedings before the Spanish court, even if Dutch law applies to the alleged agreement between the parties. In a similar situation, the Dutch court declared itself incompetent to hear claims against an Italian yacht builder (ECLI:NL:RBAMS:2024:2492). We have previously discussed that ruling (see here).
We have extensive experience in drafting and advising on contracts for the construction and sale of yachts and in jurisdiction disputes relating to such contracts. If you have any questions about the content of such contracts or if you need an analysis of your dispute, please feel free to contact us.
