선박건조 표준계약서(SAJ)에 대한 연구

Abstract

The Korean Commercial Code does not have any provision to regulate legal relation between parties in the shipbuilding contract. In practice, almost all of shipbuilding contracts are governed by agreement evidenced by the standard shipbuilding contract known as SAJ form in Korea. The governing law in the SAJ form is the English law. Because the shipbuilding contract is a kind of sales of goods under the English law and thus the Sales of Good Act is applicable for the shipbuilding contract, there is difficulty for Korean practitioner to understand the contents of the contract. The author tries to explain the content of the contract article by article with comments from the perspective of Korean law in addition to that of English law. In accordance with the English law, there are several uncertainties from the Korean law perspective：(i) the contract may not be enforced due to the requirement of consideration when the contract price is increased without any further works of builder；(ii) an agreement for the liquidated damages may be null and void；(iii) the buyer (ship owner) as the third party may not exercise the right to receive insurance proceeds in case that there is no privity of contract with the insurer；(iv) whether there is an additional right for damages based on common law other than the contractual right or not is unclear. However, the SAJ form under the English law has a clear position on the identity of the title holder of the ship under construction as opposed to the Korean law. If we can achieve the uniform interpretation on the identity of title holder under the Koran law or incorporate a new provision on it in the Korean Commercial Code, the author thinks that the Korean governing law is better than the English governing law in the SAJ form for shipbuilding contract because the former may provide the parties in the contract with more predictability and foreseeability than the latter.