Olympic Airlines SA v ACG Acquisition XX LLC [2013] EWCA Civ 369 (17 April 2013)

Olympic Airlines SA v ACG Acquisition XX LLC [2013] EWCA Civ 369 (17 April 2013)

The Certificate of Acceptance, as executed and delivered under the lease, constituted conclusive proof that the aircraft was delivered in the contractually required condition, precluding Olympic from claiming damages for defective delivery. The contractual mechanism provided finality as to compliance with the delivery condition, and the judge below reached the correct result, albeit for the wrong reason. There was no room for an estoppel by representation where the contract provided for conclusive proof.

Citation
[2013] EWCA Civ 369
Parties
Appellant/defendant: Olympic Airlines SA (in special liquidation); Respondent/claimant: ACG Acquisition XX LLC
Jurisdiction
England and Wales
Judgment Date
17 April 2013
Procedural Posture
Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Aircraft Leasing, Contractual Estoppel, Conclusive Evidence Clauses, Estoppel by Representation, Interpretation of Commercial Contracts
Commercial Law Contract Law Aviation Law Aircraft Leasing Contractual Estoppel Conclusive Evidence Clauses Estoppel by Representation Interpretation of Commercial Contracts

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Parties

Olympic Airlines SA (in special liquidation)

Appellant/defendant

ACG Acquisition XX LLC

Respondent/claimant

Procedural Posture

Civil Appeal / Appeal From High Court (commercial Court) to Court of Appeal

Legal Issues

  1. 1 Does the Certificate of Acceptance constitute conclusive proof that the aircraft was delivered in the contractually required condition?
  2. 2 Does the Certificate of Acceptance preclude a claim for damages for defective delivery?
  3. 3 Is there an estoppel by representation arising from the Certificate of Acceptance?

Ratio Decidendi

The Certificate of Acceptance, as executed and delivered under the lease, constituted conclusive proof that the aircraft was delivered in the contractually required condition, precluding Olympic from claiming damages for defective delivery. The contractual mechanism provided finality as to compliance with the delivery condition, and the judge below reached the correct result, albeit for the wrong reason. There was no room for an estoppel by representation where the contract provided for conclusive proof.

Court Disposition

Appeal dismissed

Orders

  • Olympic's appeal is dismissed; judgment for ACG stands subject to quantification of damages; Olympic's counterclaim fails.