Vietjet Aviation Joint Stock Company v FW Aviation (Holdings) 1 Ltd [2025] EWCA Civ 783 (24 June 2025)

Vietjet Aviation Joint Stock Company v FW Aviation (Holdings) 1 Ltd [2025] EWCA Civ 783 (24 June 2025)

The security trustee's assignment under clause 3 of the Security Assignment (Lessor) included the right to serve termination notices for non-payment of rent, and clause 7 did not restrict this right to post-Enforcement Event scenarios. FWC qualifies as a 'financial institution' under the loan agreements, adopting the broad definition from Argo Fund Ltd v Essar Steel Ltd. The appeal on all grounds is dismissed.

Citation
[2025] EWCA Civ 783
Parties
Appellant/defendant: VietJet Aviation Joint Stock Company; Respondent/claimant: FW Aviation (Holdings) 1 Limited
Jurisdiction
England and Wales
Judgment Date
24 June 2025
Procedural Posture
Appeal From High Court (commercial Court) / Court of Appeal Judgment on Liability
Outcome
Appeal dismissed
Legal Topics
Aircraft Finance, Security Assignment, Lease Termination, Permitted Assignee, Financial Institution Definition, Double Taxation Treaty, Enforcement of Security
Commercial Law Banking and Finance Contract Law Aircraft Finance Security Assignment Lease Termination Permitted Assignee Financial Institution Definition +2 more

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Parties

VietJet Aviation Joint Stock Company

Appellant/defendant

FW Aviation (Holdings) 1 Limited

Respondent/claimant

Procedural Posture

Appeal From High Court (commercial Court) / Court of Appeal Judgment on Liability

Legal Issues

  1. 1 Whether termination notices under lease were validly served by security trustees
  2. 2 Whether FWC qualifies as a 'financial institution' and permitted assignee/security trustee under loan agreements
  3. 3 Interpretation of double taxation treaty requirements for permitted assignee

Ratio Decidendi

The security trustee's assignment under clause 3 of the Security Assignment (Lessor) included the right to serve termination notices for non-payment of rent, and clause 7 did not restrict this right to post-Enforcement Event scenarios. FWC qualifies as a 'financial institution' under the loan agreements, adopting the broad definition from Argo Fund Ltd v Essar Steel Ltd. The appeal on all grounds is dismissed.

Court Disposition

Appeal dismissed

Orders

  • Judgment in favour of FW Aviation (Holdings) 1 Limited for liability
  • Termination notices under lease validly served