Disputes with a Yacht Broker: Commission, Mandate, Deposit and Broker Liability

Short answer. Yacht brokerage is not a regulated profession in France: the Hoguet Act does not apply, and the relationship is governed by contract and agency law (Articles 1984 et seq. of the Civil Code). Commission is due only if the broker actually brought the parties together and the sale closes on the terms of the mandate; an exclusive or central agency that was not properly terminated, or a survival clause of six to twelve months, may nonetheless make it payable. The broker is liable for faults in managing the mandate (Article 1992) and must disclose information that is decisive for the other party’s consent (Article 1112-1), including any dual agency. The buyer’s deposit, held in escrow, is released only under the conditions of the MYBA agreement.

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The yacht broker is the intermediary in almost every large yacht sale. Disputes arise in three forms: commission claimed by a broker who did not close the sale, liability of a broker who relayed inaccurate information about the vessel, and a deposit withheld or released at the wrong time.

This page sets out the legal framework of yacht brokerage in France, the terms of MYBA mandates and central agency agreements, and how the firm handles these disputes, for owners, buyers or brokers.

The risk: a mandate misread, a commission owed twice

Yacht brokerage is not regulated in France as real estate agency is: the Hoguet law does not apply to pleasure craft. Relations are governed by the contract, by mandate (Articles 1984 et seq. of the Civil Code) and by commercial brokerage. An exclusive or central agency mandate that was not properly terminated may give rise to commission even if the sale is closed through another intermediary.

The buyer’s deposit is generally held by the broker in an escrow account; its release depends on the conditions of the MYBA contract, and an early release to the seller or an unjustified retention engages the broker’s liability.

The legal answer: the mandate, the fault and the link with the sale

Commission is due only if the broker actually brought the parties together and if the sale closed under the conditions of the mandate; proof of that causal role is argued on exchanges, viewings and offers transmitted. A broker who presents a vessel with inaccurate engine hours, casualty history or VAT status is liable under his duty to advise, and cannot hide behind the seller’s statements where he could have checked them.

For the broker, the reverse issue is to obtain payment of a commission evaded by a sale closed “directly” after an introduction: the mandate, the exchanges and the chronology establish the circumvention.

How the firm works

The firm analyses the mandate, the sale contract and the exchanges to fix the position, then sends the formal notice or the reply to the broker. It negotiates release or allocation of the deposit and, in case of false information, pursues the broker’s liability alongside the action against the seller.

Disputes governed by a foreign law or an arbitration clause, frequent with brokers based in Monaco, Italy or the United Kingdom, are handled with a local correspondent.

Based in Paris, the firm acts in every French port, in mainland France and overseas, from Le Havre to Marseille and from Nantes-Saint-Nazaire to Antibes as well as in the French Caribbean, Réunion and New Caledonia, as well as before the Chambre arbitrale maritime de Paris, and works in English with shipowners, P&I clubs and foreign counsel.

A dispute with a broker rarely comes on its own. It usually goes with a sale that has gone wrong (see yacht sale and purchase), a defect the buyer only finds later (latent defects in a yacht) or due diligence that stayed on the surface (pre-purchase due diligence). For other disputes, see yacht disputes and our maritime law practice.

Typical cases handled

The situations below are illustrative, anonymised scenarios. They show when the firm steps in and what the work consists of.

Commission claimed after a direct sale

An owner sells his yacht to a buyer introduced six months earlier by a broker whose exclusive mandate had expired. The firm defends the owner on the scope of the post-mandate protection clause and on proof of the broker’s role.

Deposit released to the seller before conditions were met

The broker transferred the deposit to the seller before the sea trial; the buyer withdraws for a defect revealed at the trial. The firm recovers the deposit by pursuing the broker’s liability.

Undisclosed grounding history

The broker knew of a previous grounding not mentioned to the buyer. The case is handled on the broker’s duty to advise and the seller’s fraud.

On the sale contract itself, see our article MYBA contract: what does “as is, where is” mean and how can you protect yourself?

For a detailed review of commission, mandate and deposit, read our article Disputes with a yacht broker: commission, mandate, deposit.

Frequently Asked Questions

Can a broker claim commission if the sale closes without him?

Sometimes. It depends on whether the mandate was exclusive, on its duration, on any tail period covering buyers he introduced, and on whether his intervention actually brought about the sale. A non exclusive mandate generally entitles the broker to commission only where he caused the transaction. An exclusive mandate containing a clear introduction clause can entitle him even where the seller concluded directly with the buyer. Since the answer is written in the mandate, that document is read before anything is said to the broker or to the buyer.

Is the deposit lost if the buyer withdraws?

Not automatically. Everything turns on what the memorandum of agreement says about the conditions attached to the deposit: a withdrawal following an unsatisfactory survey or a failed sea trial usually triggers a refund, while a withdrawal for no contractual reason once the conditions have been lifted usually does not. Where the sum is described as a penalty, French law allows a court to review an amount that is manifestly excessive. The escrow instructions matter as much as the clause itself, because they decide who is entitled to release the funds.

Is the broker liable for information given by the seller?

He can be. A broker owes duties of information and of advice, and he is expected to verify what can reasonably be verified rather than simply repeat the seller’s statements: registration and ownership, apparent encumbrances, the existence of the documents announced. Liability is engaged where a check he should have made would have revealed the problem. He is not a guarantor of the yacht’s condition, and a buyer who declined a survey will find the argument harder. The claim against the broker is usually pursued alongside the claim against the seller rather than instead of it.

What must a brokerage mandate contain?

The identity of the parties and of the yacht, the asking price, whether the mandate is exclusive, its duration and the terms of any renewal, the commission, who pays it and when it is earned, the broker’s powers, in particular whether he may receive funds, and the arrangements for the deposit. A mandate that renews automatically without a clear termination mechanism is a frequent source of later argument. Where the broker also acts for the buyer, that double role is disclosed in writing, failing which his entitlement to commission is exposed.

Who holds the deposit, and how is it protected?

Ideally a third party escrow agent acting under written instructions, rather than the broker on an ordinary business account. The instructions state on which documents the funds may be released, within what time, and what happens if the conditions are not met. Where the broker holds the money, the client carries the risk of the broker’s insolvency and of any mingling with the firm’s own funds. Checking this point takes a few minutes at the start of a transaction and is the most effective protection against the worst outcome in a yacht sale.

What can be done when a broker refuses to release funds or documents?

Put the demand in writing with a short deadline, relying on the mandate and on the escrow instructions, then apply for summary relief. French summary proceedings can order payment of a sum that is not seriously disputable and order delivery of documents under a penalty for each day of delay, and both are obtained in weeks rather than months. Where the broker is established abroad, the location of the account holding the funds and the place of performance guide the choice of forum. Acting quickly matters, because funds move faster than proceedings.

Is the broker liable if he gave me wrong information?

Yes. A broker acting for a seller or a buyer is an agent, and Article 1992 of the Civil Code provides that an agent is liable not only for fraud but also for faults committed in the performance of the mandate. To this is added the duty of information under Article 1112-1 of the same code, in force since 1 October 2016, which requires a party to disclose information of decisive importance for the other party’s consent where the latter is legitimately unaware of it. A professional who presents a yacht without mentioning a known casualty, with inaccurate engine hours or an uncertain tax status is therefore liable, independently of the seller. What he knew must still be established, and that is done through his written exchanges with the seller.

Is commission due if the sale does not go ahead?

In principle, no: commission rewards a result and is due only if the transaction is concluded. Brokerage mandates do, however, adjust that rule, and it is their wording that decides. Two clauses deserve attention. The clause making commission payable where the owner himself sells during the term of the mandate, which turns a non-exclusive mandate into a de facto exclusivity. And the survival clause, which makes commission payable where the sale takes place after the mandate has expired with a buyer introduced during its term, often for six or twelve months. These clauses are valid, but they are read before signing, and their scope is open to argument where the alleged introduction is not documented.

Can I get out of an exclusive mandate?

That depends on its duration, its termination conditions and how the broker has performed it. A long exclusive mandate with no right of termination is a heavy commitment, and an owner who sells regardless risks owing the commission. Two levers exist. Termination under the terms of the mandate, which requires strict compliance with the stipulated formalities and notice period, a simple email sometimes being held insufficient. And termination for breach, where the broker has failed to perform his obligations: no effective marketing, no viewings arranged, no reporting. This second route requires evidence of inaction to have been built up, which means having written during the term of the mandate, not afterwards.

Who owns the deposit paid by the buyer?

The buyer, until the conditions for its release are met. The industry’s standard forms provide for the deposit to be placed in an escrow account, often held by the broker himself, and to be refundable if the buyer exercises the right to withdraw after survey or sea trial within the agreed period. Disputes almost always arise from one of two causes. Missing the withdrawal deadline, which makes the deposit the seller’s, and which is counted in working days or calendar days depending on the form. And confusion between the broker’s account and a genuine escrow account, which becomes a serious problem if the broker runs into difficulty. Checking the nature of the account before paying is an elementary precaution, and one rarely taken.

Can the broker act for both the seller and the buyer?

Dual agency is tolerated in yachting practice, particularly where two brokers from the same firm act on either side, but it creates a conflict of interest that must be disclosed to both parties. A broker who receives remuneration from both sides without having disclosed it breaches his duty of loyalty, which seriously weakens his position if the transaction goes wrong. For the buyer, the practical consequence is simple: the broker presenting the yacht is not his adviser, and the technical and legal checks should be entrusted to professionals he chooses and pays himself, a marine surveyor and a lawyer, whose interests do not depend on the sale going through.

Matters in this area are handled by Hervé Guyader, avocat at the Paris Bar and Doctor of Law. Page updated on 1 November 2026.