Short answer. Yacht broking is not a regulated profession in France: the Hoguet Act, which governs estate agents, does not apply to vessels. Relations between owner, buyer and broker therefore turn on the contract signed and on the ordinary law of mandate. Commission, customarily ten per cent of the price for second-hand yachts, is due only where the mandate provides for it and the sale came about through the broker; an exclusive mandate or a protection clause can make it payable even on a sale concluded without him. The broker is liable for passing on inaccurate information about the vessel, and must account for any deposit he holds.
An owner sells his boat to a neighbour on the pontoon and receives an invoice from the broker whose mandate expired six months earlier. A buyer discovers after the sale that the engine advertised as serviced never was, and that the broker had the missing invoice in front of him. A ten per cent deposit is paid into the broker’s account and disappears with him. Those three scenarios sum up the whole of yacht broking litigation.
An intermediary without a statute, and what that changes
Unlike an estate agent, a yacht broker in France needs no professional licence, no financial guarantee and no compulsory insurance; he is subject to no statutory cap on commission and no mandatory rule on the form of the mandate. Some brokers belong to trade associations, MYBA for larger vessels or national federations for general boating, whose codes of conduct and standard forms operate as market norms, but those rules bind only their members and create no rights for clients. Everything therefore turns on the documents: the mandate signed by the owner, any agreement with the buyer, and the sale contract, usually the MYBA Memorandum of Agreement, which sets out the stakeholder broker’s obligations.
Ordinary law fills the gaps. A broker given power to sell in the owner’s name is a mandataire under article 1984 of the Civil Code; one who merely brings the parties together without representing them is a broker in the strict sense, owing an obligation of means and a duty to inform. In both cases he answers for faults in his management (article 1992), must account and hand over everything received (article 1993), and is entitled to reimbursement of expenses and to the promised remuneration (article 1999). A private owner who signs a sale mandate at home, on the pontoon or at a boat show concludes an off-premises contract with a professional and has fourteen days to withdraw (article L. 221-18 of the Consumer Code); a mandate which fails to say so extends that period.
The sale mandate: open, exclusive, central agency
Three forms coexist. An open mandate allows the broker to present the vessel without exclusivity, and commission falls due only where the sale is concluded with a buyer he introduced. An exclusive mandate reserves the sale to the broker for its duration, so any sale concluded in that period, including by the owner himself, triggers commission where the mandate so provides. The central agency agreement, used for larger vessels, appoints a central agent who coordinates other brokers and shares his commission with the buyer’s broker; it carries exclusivity, a term, promotion obligations and a post-termination protection clause.
Four stipulations decide most disputes. Term and renewal: an open-ended mandate, or one tacitly renewed without limit, must remain terminable on notice, and a clause preventing that is open to challenge. The protection clause: it makes commission payable where the vessel is sold, within six to twenty-four months after the mandate ends, to a buyer introduced by the broker; it binds only where the broker actually introduced that buyer and can prove it, which presupposes a list of contacts given to the owner when the mandate ends. The asking price and the power to negotiate: the broker cannot accept an offer below the stated price without the owner’s written agreement. And the treatment of costs: absent contrary terms, promotion expenses stay with the broker, who is paid out of commission.
When is commission payable?
The principle is straightforward: commission falls due where the sale came about through the broker, meaning his intervention was decisive in bringing seller and buyer together. It is not due where the buyer found the vessel himself, where the sale was concluded after an open mandate expired, or where no sale took place, even through the owner’s doing, absent a contrary clause. It is due, by contrast, where an exclusive mandate was breached by a direct sale during its term, where the protection clause applies, or where the owner caused the sale to fail after accepting an offer complying with the mandate, which contracts often sanction by an indemnity equal to the commission.
The amount is contractual. The market usage is ten per cent of the sale price for second-hand yachts, sometimes tapering above certain figures and shared between the seller’s and the buyer’s brokers; for general pleasure craft it runs from five to ten per cent. A court cannot reduce an agreed commission merely because it is high, unless the sum claimed amounts to a penalty clause, for instance an indemnity for a direct sale in breach of exclusivity, which may then be moderated if manifestly excessive (article 1231-5 of the Civil Code). A broker who was at fault in his mission, by concealing an offer or passing on inaccurate information, may see his commission reduced or extinguished by way of damages. Commission is in principle borne by the seller; where the buyer instructed his own broker, he pays that broker himself, subject to any sharing agreed with the central agent.
What the broker owes the buyer: information and advice
The broker is not a party to the sale and does not warrant the vessel. Nor is he a mere messenger: as a market professional he owes a duty to inform and advise both sides, and his liability in tort towards the buyer (article 1240 of the Civil Code) is engaged where he relays information he knew or ought to have known was inaccurate, where he fails to pass on a document in his possession, or where he presents the vessel misleadingly. The recurring subjects are engine condition and running hours, casualty and repair history, VAT status, the existence of a mortgage, the conformity of safety equipment, and the vessel’s true length or year.
He may also be liable for failing to organise the sale properly: no survey where he had advised one, no sea trial, a sale contract unsuited to the vessel or to the buyer’s nationality, no verification of the customs status of a vessel sold outside the Union. His fault does not exonerate the seller, who remains liable for latent defects and for delivery; it gives the buyer an additional defendant, often insured. The buyer sues the seller in contract and the broker in tort, and the two claims can be brought before the same court.
The deposit: to whom, when, against what
The deposit, customarily ten per cent of the price, is paid on signature of the sale contract to secure the buyer’s commitment. It is held by a stakeholder, generally the selling broker or, for larger vessels, a lawyer or a stakeholder named in the contract, and it should be released only on delivery, to the seller, or returned to a buyer who properly exercises his right of rejection after survey. A broker holding the deposit is an agent bound to account (article 1993); he may not pay it over to the seller before delivery, nor take his commission out of it without agreement, nor keep it in a dispute otherwise than pending the parties’ agreement or a court decision.
The risk lies in the broker’s solvency and in the absence of any compulsory financial guarantee. A broker in difficulty who banked the deposit in his general account exposes the buyer to an outright loss. The precaution is simple: require the deposit to be paid into a separate, identified escrow account, or into a French lawyer’s CARPA account, and require the contract to name the stakeholder and fix the conditions of release. Where a conflict arises over the deposit, the stakeholder must hold the funds and the parties go to court, if necessary in summary proceedings where the obligation to repay is not seriously arguable.
The most frequent disputes, and how they end
A broker claims commission after a direct sale: the outcome turns on exclusivity, on the term of the mandate and on the protection clause; without exclusivity and without proof that he introduced the buyer, the claim fails. An owner refuses an offer at the mandate price: commission or an equivalent indemnity is often due where the mandate so provides, absent legitimate cause. A broker passed on inaccurate information: liability follows where the buyer proves he knew or ought to have known, and the loss is measured by the diminution in value or the cost of repairs. A deposit is not returned: the stakeholder is ordered to repay with interest, and the broker at fault to pay damages.
The sums at stake run from a few thousand to several hundred thousand euros, which justifies a reasoned letter before action rather than an immediate writ. Most of these disputes settle at that stage when the file is properly documented, because the broker’s insurer prefers a negotiated outcome to a judgment on his duty to advise.
How the firm works
For owners, the firm reviews or drafts the mandate before signature, covering term, exclusivity, price, protection, costs and termination, resists unjustified commission claims and pursues brokers who performed their mission badly. For buyers, it checks the information provided, organises the survey and the sale contract, secures the deposit on its CARPA account and acts against broker and seller where there is a defect or misleading information.
For brokers, it drafts enforceable mandates and terms of business, recovers commission due and defends liability claims. The firm acts in all French ports and works in English with foreign brokers and counsel.
Commission disputed, information inaccurate, deposit blocked? A consultation establishes what your rights are and the most effective way to enforce them.
Frequently asked questions
Does the Hoguet Act apply to yacht brokers?
No. The Hoguet Act governs property transactions only. Yacht broking is a matter of contract and of the ordinary law of mandate under articles 1984 and following of the Civil Code, with no licence, financial guarantee or statutory commission cap.
Is commission payable if I sell my boat myself?
Only where the mandate is exclusive and still running, or where a protection clause applies because the broker introduced the buyer. With an expired open mandate, or a buyer found without him, no commission is due.
What is the usual commission of a yacht broker?
Market usage is ten per cent of the price for second-hand yachts, often shared between the seller’s and the buyer’s brokers, and five to ten per cent for general pleasure craft. The figure is purely contractual.
Is the broker liable for false information about the vessel?
Yes, under article 1240 of the Civil Code, where he passed on information he knew or ought to have known was inaccurate, or withheld a document in his possession. That liability is additional to the seller’s, not a substitute for it.
Can I withdraw from a mandate signed at a boat show or at home?
Yes, if you are a private individual: a contract concluded off-premises with a professional carries a fourteen-day right of withdrawal from its conclusion (article L. 221-18 of the Consumer Code).
Further reading: the MYBA sale contract, latent defects on a second-hand yacht, buying a yacht abroad.
Written by Hervé Guyader, avocat at the Paris Bar, doctor of law. This content is general information and is no substitute for advice on your own matter.