MOA - The Escrow Showdown In "The Agathonissos," the Seller claimed the deposit as a debt, while the Buyer argued it was for damages. The Court of Appeal sided with the Seller, emphasizing the need to distinguish between a debt and damages, which requires proof of loss. Articles Jasmin Sandhu Published: July 16, 2024 Contact author Download article pdf In “The Agathonissos”, when the Buyer of the vessel failed to pay the deposit under the MOA the Seller claimed the deposit as a debt. The Buyer disagreed arguing the claim was in damages for breach of contract. To date the dispute has been arbitrated and appealed to the Commercial Court and Court of Appeal, with a score 2:1 in favour of the Seller, and the latest decision also siding with the Seller. Whether the parties had bargained for a claim in damages or a straightforward debt matters because the former requires proof of loss.  Can a party rely on it's breach of contract to its benefit?  The Court of Appeal addressed this important issue concerning the accrual of debts and the application of the Mackay v Dick principle of "deemed fulfilment." The case focused on whether the Sellers of the vessels could claim the deposits payable under the Memoranda of Agreement (MOA) as a debt or as damages, after the buyers failed to fulfil a specific condition: providing the necessary Know Your Client (KYC) documents needed to open escrow accounts for the deposits. Key Clauses in the MOA Clause 2: Required the Buyers to deposit 10% of the purchase price into escrow accounts, with both parties obligated to provide all necessary documents to the deposit holder to open and maintain the account without delay.   Clause 13:  Allowed the Sellers to cancel the agreements if deposits were not placed as required by Clause 2 and claim compensation for losses and expenses incurred, including interest.  The Buyers did not provide KYC documents, resulting in the deposits not being paid. As a result, the Sellers termi