The calls usually come after the champagne: a voice from someone “who brought the buyer”, asking where their slice is. In a market where a single tick on a signature page can move eight figures, a commission claim isn’t a nuisance – it’s a live round. The superyacht industry prides itself on relationships, but relationships don’t settle law. Contracts do. So when an unnamed broker or “introducer” surfaces late, who actually pays? How much is really at stake? And what can owners, managers, brokers and yards do to keep opportunistic claims from contaminating the deal?

The architecture: how the MYBA E-MOA (2021) ring-fences commission
The modern MYBA sale form finally says out loud what good practice long implied: commission lives in its own, separate ecosystem. Under the E-MOA (2021), the S&P contract points to a separate, confidential commission agreement between the seller and the named broker(s), confirms that commission is paid out of the sale price at completion and makes the commission agreement prevail over the MOA without prejudicing the buyer (who isn’t a party to it). This is a deliberate “firewall”: it keeps remuneration out of the buyer’s risk horizon and forces the economics to be documented where they belong.

The historical DNA matters. MYBA’s 2005 specimen already hard-wired several principles the market still relies on: seller-only liability for broker remuneration; “named brokers only” as the universe of entitled intermediaries; mutual indemnities against claims from anyone else; and even a two-year “tail” if the parties later transact directly. The E-MOA modernised, but the backbone hasn’t changed: identify the brokers, protect the buyer, channel payment through a dedicated agreement.

The “ghost broker” problem: unnamed intermediaries and the law
If a broker isn’t named, the MOA doesn’t rescue them. Under English law (the most common choice for MYBA S&P), any claimant must prove a stand-alone right: either a contract with the paying principal or a right to enforce a commission promise in the sale/build contract as a third party under the Contracts (Rights of Third Parties) Act 1999 (CRTPA). Section 1 CRTPA allows a non-party to enforce a term that purports to confer a benefit, but the contracting parties can exclude that right – which is why sophisticated S&P documentation routinely disapplies CRTPA, except in favour of the specifically named brokers.

Shipping’s leading authority, Nisshin v Cleaves, shows how this bites: where commission clauses “purport to confer a benefit”, brokers were allowed to enforce them as third parties (and plug into the contract’s arbitration clause) because the parties hadn’t excluded CRTPA. The lesson for yacht deals is simple: if you don’t want unnamed claimants suing on your paper, say so expressly – and keep the real remuneration terms in that separate commission agreement.

Even if there’s a contractual door, brokers still face the effective (procuring) cause test: commission is success-based, so the agent must be the cause of the deal that actually completed. Mere name-dropping rarely suffices. The Court of Appeal’s reasoning around “effective cause” has been widely distilled in agency commentary and remains the default lens: the broker who shepherded the transaction to completion gets paid; the one who merely warmed the lead typically does not. Norton Rose Fulbright

New builds aren’t tip jars: one commission, earned by work
Resales and new builds follow different physics. Yards increasingly publish commission policies that reward real involvement and fence off speculative claims. Benetti’s Standard Commission Policy is a clean illustration: one commission only per contract; payment pro-rata to milestone instalments; no automatic entitlement for future orders; and, critically, “casual introductions” or mere name registrations do not qualify. The broker must show that their introduction and their efforts (yard visits, technical and contractual negotiation, buyer hand-holding) effectively enabled the contract. That single page saves months of litigation.

Courts and tribunals will follow the chain of causation, not the gloss. Viewings, sea-trial attendance, negotiation minutes and correspondence are the oxygen of an effective-cause claim – or defence.

What’s at stake: market economics, not folklore
In the brokerage resale world, ~10 per cent of the gross price remains the header figure in market guides and press – usually split between listing and buying sides. The number is sturdy enough that recent US antitrust litigation attacked it head-on; but in January 2025, a federal judge in Florida dismissed the consolidated class actions, and the 10 per cent narrative survived the round unscathed. Like it or not, it still frames many negotiations.

That’s not the whole story. On very large tickets or complex new builds, rates are often lower and bespoke. The “DARIUS” appeal (Berezovsky v Edmiston) is the superyacht touchstone: after sifting evidence, the court treated ~2.5–3 per cent as a reasonable figure on a ~€240m sale. There isn’t a statutory tariff; there is context, leverage – and proof.

Five cross-currents the industry can no longer ignore
1) Contract clarity beats folklore. “Standard forms” now have real consequences. The E-MOA’s commission firewall only works if parties use it properly: brokers named, splits recorded, CRTPA carve-outs aligned across MOA and commission agreement.

2) Evidence is king. Courts and tribunals will follow the chain of causation, not the gloss. Viewings, sea-trial attendance, negotiation minutes and correspondence are the oxygen of an effective-cause claim – or defence.

3) Yard policies are policy. In new builds, a yard’s published commission policy can be dispositive. If it says “one commission, pro-rata, no casual intros”, assume it’s enforceable and make your broker agreement mirror it.

4) Third-party rights don’t happen by accident. If your paper silently confers a benefit on brokers, CRTPA may let unnamed claimants through the door. If you want only named brokers to sue, say so.

5) Regulation helps but won’t save sloppy drafting. Jurisdictions like Florida (licensing, $25,000 bond, escrow) and California (trust-account rules) produce better paper trails and fewer ghost-claims – but they complement contract hygiene, they don’t replace it.

Action checklist – turn clauses into a competitive advantage
For resales under E-MOA 2021: paper a stand-alone commission agreement at signature; name every broker; fix the exact split; add a CRTPA clause that excludes third-party rights except for those named; ensure the MOA acknowledges the commission agreement’s priority and the buyer-non-prejudice rule. Keep contemporaneous evidence of who actually did the work.

For new builds: execute a yard–broker commission agreement before the build contract; incorporate the yard’s policy (one commission, pro-rata to milestones, no entitlement on repeat orders, no credit for casual intros). If “name registration” is used at all, state expressly that registration does not earn commission.

For market reality: use 10 per cent as a starting benchmark for brokerage resales, not a dogma – and know that on very large tickets you’ll need a reasonableness story (deliverables, exposure, counterfactuals), not a spreadsheet slogan.

The bottom line
Commission fights are won by clarity (the instruments say who pays what, when and to whom) and causation (the record shows who actually got the deal done). The E-MOA gives the market a structure that works. Use it with discipline and most after-the-fact claims won’t get out of the tender.

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