Hi Ayyoub,

Are you talking about an addendum to a charter party contract that has already been in operation for a period of time before the "replacement"?  If so, the person taking over for the charterer should be referred to as succeeding the "retiring" charterer.  And the contract as originally written should have a clause with respect to a successor charterer and his/her ability to "assume" all liabilities and responsibilities under the contract and hold the "retiring" charterer harmless from further liabilities, responsibilities and obligations.  (Think of the situation as being like a Lease between a landlord and a tenant; and the tenant wants to break the Lease and put a new tenant in the landlord's apartment.  In that situation, it is clear that the original lease is determinative of what can be done -- not some agreement ("addendum") drawn up by the tenant and the third person he/she is trying to put into the landlord's apartment.   Indeed, the third person may not even have a job that pays enough for the landlord to accept him/her as a tenant!)

In the situation you describe, the word "replacement" would not convey anything other than confusion under American law -- which is based on British Common law.  If the original charterer is bound under a contract that he/she is trying to get out of, it is necessary to review that contract to see what is possible.  It could even be that the original contract provides that it cannot be altered by extraneous documents in that it "contains the entire agreement of the parties."  Thus, the so-called addendum cannot release the original charterer from the original contract unless all parties to the original contract actually execute the addendum to indicate acceptance of the "third person" as a successor charterer.

Ayyoub, just keep thinking (1) "meeting of the minds" -- to become a binding contract, there must have been a meeting of the minds;  and (2) "consideration" -- what consideration is being given to each person involved -- and there appear to be at least 3 persons involved.  You must identify the consideration being received by each of these 3 persons so it can be ascertained that everyone concerned is getting the benefit of his/her bargain.

Another way to think about "consideration" is to ask the question "What's in it for me?" on behalf of everyone concerned.

Gwen

Hi,

I believe that what you mean by ' replacement' is an assignment of rights and liabilities to the new successor -in-title to the charter party contract.

All contracts would generally have a clause that states that the contract would be binding on all agents, assignees and successors-in-title of the parties unless specifically excluded. If a contract is 'binding' it would refer to rights , duties and liabilities i.e. the whole package. Check these general clauses - they can be very useful.

thank you for you answers.

please consider that the dispute is about assignment(transfer) of the retiring charterer`s rights to the successor . even if the original contract doesn`t conclude any clause about assignability, it wouldn`t cause any problem because  the "Addendum " is signed by the owner of the vessel and the parties expressly agreed on transferring the liabilities and responsibilities .furthermore the successor( as charterer) has fulfilled all its duties and the owner has no claim against it. the successor is going to sue the owner and the question is about its authority to sue the owner.

As a successor-in-title he has all rights including the right to sue and be sued.

I am working with a client right now who owns 4 McDonalds Franchises.  That is he has purchased the right to operate, manage and collect the money from each store for certain fees.  That contract does not allow him to transfer his "rights and obligations" to just anyone.  McDonalds retains the right to vet the new owner and the new owner has to prove they have the capacity to secure the Business.  This operates pretty much like your Chartering situation.  Even with the transfer and release of obligation on the transferor, lawsuits are settled every day holding both the original and the successor liable for any issue that comes up.   It is a very complex area of US law

Yes, in your case this was specifically contracted for. However in a case where the contract provides general terms on a successor in title then that would hold. Where a contract is silent on this issue then the whole contract would have to be studied for any implied indications and again in the absence of which an implied right may be argued.

We sometimes work with clients who are dealing with family issues or pre marital issues.  Believe it or not sometimes we use outcroppings of organizational contract development to help with the situation.  When you think about it the pre and post nup agreements are not much different from buy sell agreements.  They set up rules at the beginning that only come into effect if there are problems and often we can include things that may actually repair issues that have developed.  One of my collegues is married to a man with two semi adolescent children.  One is 14, the other 20.  When he was married to his first wife one of the issues in their relationship was that her parenting style actually set almost no boundaries.  Fortunately the elder of the two boys did not go too far astray, but he has never had to learn from his mistakes so he tends to think he will be saved anytime he goofs.  So now he is 20 and has no idea what he might want to do with his life.  He is determined not to seek a "blue collar" job but doesn't like school  and isn't motivated to work very hard  to get into a career.  He said last week that he didn't much care what job he got as long as it paid him an unseemly large amount of money.  And he has been protected by never having to work for anything.  Not only are his needs taken care of but his wants are too.  Anyway, last week end the parents and step parents met in my office to try to reach a consensus on how they were going to deal with this situation.  He can't go through life never taking responsibility and although he thinks he is independent because he doesn't have a curfew, in truth he really is totally controlled because he lives at home, has all his meals at home, gets paid for his car and gas, has his college paid for.  The only thing that hasn't been automatic is that if he wants money to socialize, he has to ask for it.  Well we are still a long way from the solution but to protect the agreement that is being made, we are writing it up in a very specific contract to be signed by both parents so they don't leave thinking one thing happened when it was something else.  My daughter wanted the final agreement to be signed on to by the son but that hasn't gone over to well with Mom.  There are a lot of intricacies regarding how long and to what extent they are going to continue to support him and how to ween him away fom his entitlement.  I am looking forward to seeing how this turns out.  If it is done right it works in most of our court cases, so hopefully it will work in a slightly different situation.

The solution is not legal but an honest appraisal of the objective and how to achieve it. Maybe counseling on taking responsibility for oneself. Value oriented camps, that introduce you to social service, open your eyes to real needs could help.