Fibula Air Travel SRL v Just Us Air SRL [2025] EWHC 3259 (Comm) (12 December 2025)

Fibula Air Travel SRL v Just Us Air SRL [2025] EWHC 3259 (Comm) (12 December 2025)

The Lease imposed primary payment obligations on Fibula, not conditional on a 'pre agreed successful audit' or on the obtaining of regulatory approvals. The audit clause did not create a true condition precedent to payment, and the approvals clause did not allocate responsibility for obtaining Turkish, Romanian, or Maltese aviation authority approvals to Just Us. Fibula was responsible for obtaining necessary approvals. Fibula is not entitled to rely on the Audit or Approvals Defences. Just Us is entitled to payment of the balance of the Lease sums, less the deposit already paid.

Citation
[2025] EWHC 3259 (Comm)
Parties
Claimant/ Defendant to Counterclaim: Fibula Air Travel SRL; Defendant/ Claimant to Counterclaim: Just Us Air SRL
Jurisdiction
England and Wales
Judgment Date
12 December 2025
Procedural Posture
Commercial Contract Dispute (aircraft Wet Lease) / Final Judgment After Trial of Counterclaim
Outcome
Counterclaim allowed. Judgment for Just Us Air SRL.
Legal Topics
Wet Lease Agreements, Force Majeure, Frustration of Contract, Repudiatory Breach, Estoppel, Interpretation of Contractual Clauses, Aviation Regulatory Approvals
Contract Law Commercial Law Aviation Law Wet Lease Agreements Force Majeure Frustration of Contract Repudiatory Breach Estoppel +2 more

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Parties

Fibula Air Travel SRL

Claimant/ Defendant to Counterclaim

Just Us Air SRL

Defendant/ Claimant to Counterclaim

Procedural Posture

Commercial Contract Dispute (aircraft Wet Lease) / Final Judgment After Trial of Counterclaim

Legal Issues

  1. 1 Whether Fibula was obliged to pay under the Lease absent a 'pre agreed successful audit' (Audit Defence)
  2. 2 Whether the Lease ever came into force due to lack of regulatory approvals (Approvals Defence)
  3. 3 Whether Just Us or Fibula was responsible for obtaining aviation authority approvals

Ratio Decidendi

The Lease imposed primary payment obligations on Fibula, not conditional on a 'pre agreed successful audit' or on the obtaining of regulatory approvals. The audit clause did not create a true condition precedent to payment, and the approvals clause did not allocate responsibility for obtaining Turkish, Romanian, or Maltese aviation authority approvals to Just Us. Fibula was responsible for obtaining necessary approvals. Fibula is not entitled to rely on the Audit or Approvals Defences. Just Us is entitled to payment of the balance of the Lease sums, less the deposit already paid.

Court Disposition

Counterclaim allowed. Judgment for Just Us Air SRL.

Orders

  • Fibula Air Travel SRL to pay Just Us Air SRL €4,590,000, being the balance of Lease payments due after crediting the deposit.
  • Interest on the judgment sum as provided by law.