FW Aviation (Holdings) 1 Limited v VietJet Aviation Joint Stock Company

Facts

FW Aviation (Holdings) 1 Limited ("FWA"), a Jersey aircraft leasing company within the FitzWalter Capital group, leased four Airbus A321 aircraft — two New Engine Option ("NEO") and two Current Engine Option ("CEO") — to the Vietnamese low-cost carrier VietJet under Japanese Operating Lease with Call Option ("JOLCO") structures, under which Japanese special purpose vehicles owned the aircraft, banks provided about 75% of the funding, and Japanese equity investors took the balance for tax reasons. After the Covid-19 pandemic VietJet failed to pay rent, and the lenders served termination notices in October 2021, having been co-ordinated behind the scenes by a FitzWalter entity which had bought the loans and became Security Trustee before assigning claims to FWA. FWA acquired the "Excluded Property" for the NEOs only. VietJet continued flying the aircraft rent-free and did not redelivery them; possession passed only on 15 December 2022 under a consent order, on an "as is, where is" basis, three of the aircraft being unairworthy. Export from Vietnam then took until 2024 and 2025, the Vietnamese customs authority insisting on an Export Certificate of Airworthiness contrary to the Cape Town Convention, implemented here by the International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015. Picken J had determined liability in Judgment 1, upheld on appeal, and certain quantum issues in Judgment 2, awarding some $165m plus $17m. This third trial concerned the remaining quantum claims and VietJet's counterclaim over two engine stands.