Fixed Subject Details in London Vs Fixed Subject Details in New York – English Law Vs US Law

Fixed Subject Details in London means precisely that: the vessel will NOT be considered as having been fixed until all the details of the charter party clauses have been agreed to. Fixing on ‘main terms’ is merely the first stage in negotiations.

Fixed Subject Details in New York means that the ‘main terms’ have been agreed upon and that therefore the vessel has been fixed. It is up to the parties (and their shipbrokers) to resolve any disagreements or disputes in the best and most mutually satisfactory way, as speedily as possible. Regrettably, this often leads to one party instigating proceedings in arbitration or court in order to resolve what the rest of the world outside New York considers is not yet a contract, so there is great conflict of law in this area. It is therefore advisable to establish the ground rules before negotiations begin.

It is important to distinguish between details and ‘terms’. It is dangerous practice to leave details to the end and discouraged by Intertanko and BIMCO. If agreement cannot be reached on the details then there is no fixture. It is also possible, although considered unethical, to reopen negotiations on the main terms if the subsequent details appear to warrant it. In the USA the position is different; under US Federal Law (or more usually New York State law) the charter is considered FIXED even if it is still subject to details and can only be set aside if both parties withdraw. This is very important because ‘New York interpretation’ of the law is that the agreement of the ‘main terms’ constitutes a fixture and therefore failure to agree all the subsequent details means a breach of that contract, for which breach proceedings will commence in court or arbitration. It is therefore important that the subjects are clarified by suitable wording.