In Sotiros Shipping Inc. v. Sameiet Solholt (The Solholt),1 Staughton, J., referred briefly to the effect of a charter-party “fixed subject to details”. He stated that the phrase meant “that the main terms were agreed, but until the subsidiary terms and the details had also been agreed no contract existed”. This opinion reflects what has always been accepted as the position in English law, but remains the only judicial statement on the point. Since it was neither necessary for the decision nor the subject of argument it requires justification.

Clarification of the position in English law is also required because Staughton, J.’s comment conflicts with four decisions, three of them of the United States Court of Appeals for the Second Circuit. These cases, Interocean Shipping Co. v. National Shipping & Trading Corporation,2 Atlantic & Great Lakes S.S. Corporation v. Steelmet Inc.,3 Pollux Marine Agencies Inc. v. Louis Dreyfus Corporation,4 and Great Circle Lines v. Matheson & Co. Ltd.5 decide that a fixture may be treated as a binding contract even though it includes the formula “subject to details”, as long as the main terms of the charter-party have been agreed. Different approaches to this commonly used phrase in two such important shipping jurisdictions would be highly undesirable because of the international nature of the transactions involved. However, acceptance of the American decisions in England would be equally undesirable because they reflect a difference in judicial interpretation of shipping practice and also a difference in the legal context of contract formation. These differences make it most unlikely that the reasoning of the American cases will be followed here.

The first question is whether “fixture” and “subject to details” have the same meaning throughout the world. Since they are usages common to brokers who act at arm’s length and often in separate jurisdictions, some uniformity of use would seem advantageous. This is noted in Great Circle Lines Ltd. v. Matheson & Co. Ltd., where the Court of Appeals concludes from a survey of shipping literature that “it may be surmised that the customs of this worldwide business were the same in London as in New York”. Certainly the general practice is similar. A charter-party may be negotiated in two stages, necessitated by the complexity and flexibility of the transaction. First, the main terms which the parties see as central may be negotiated through brokers. When agreed, these main terms will be set out by the brokers and it is this agreement