CL-2022-000467 - [2025] EWHC 1920 (Comm)

I come on to the next matter in this category sought to be relied upon, which is the transfer of certain aircraft to VietJet’s subsidiaries.

Mr Lissack points out that, since the quantum judgment, VietJet has agreed to transfer a number of aircraft to its subsidiaries. In particular, on 6 May 2025, VietJet announced that 20 Boeing 737 aircraft would be transferred to a new subsidiary, namely VietJet Qazaqstan, and that on 16 May 2025, VietJet announced that it had agreed to transfer 50 Boeing 737 aircraft from its existing order to Thai VietJet.

In relation to the latter transfer, the first deliveries under that order are apparently due to begin this coming October. Mr Lissack notes that Mr Boylan, in his witness statement, does not dispute that these transfers have been made and (“tellingly”, as Mr Lissack puts it) that Mr Boylan does not say when the decision was made to transfer the aircraft to the subsidiaries. Nor does he say, at least in terms, Mr Lissack observes, that the decision was unconnected to the quantum judgment.

The difficulty with FWA’s reliance on this matter, however, is severalfold. First, as Mr Boylan points out in paragraph 28 of his witness statement, the aircraft to be operated by these subsidiaries are “not existing aircraft that are already operated by VietJet”. He goes on to say this:

“Rather, they are new Boeing 737 MAX aircraft that were previously intended to be delivered to VietJet by Boeing in the future, but now will be delivered to VietJet Qazakstan and Thai VietJet. Consequently, these aircraft do not form part of VietJet’s assets. Moreover, even if the aircraft had not been allocated to VietJet Qazakstan or Thai VietJet, the aircraft would not ever have formed part of VietJet’s assets and been available for enforcement because, in the normal course, ownership is transferred on the delivery date from the manufacturer to either a third party purchaser (under a sale and lease back structure) or to an equity provider (under a JOLCO structure).”

What Mr Boylan has to say there seems to me to be unanswerable. These are not aircraft that, as matters stand, constitute assets of VietJet. It follows that they are not, and cannot amount to, assets that are being dissipated or are at risk of being dissipated for the purposes of the present application. That is an end to the matter.

In any event, I also agree with Mr Thompson that what here has been done (and is being done) amounts again to an aspect of the ordinary course of VietJet’s business. The decisions to transfer were made in the context of visits by high-ranking personnel from Kazakhstan and Thailand; I have been shown photographs relating to those visits. They are not visits, it can be inferred, which were arranged in short order. It follows that the decisions relating to the transfer of the aircraft are very unlikely to have been made solely in response to the quantum judgment, and therefore as part of a decision to dissipate assets. What is happening here is, I am quite clear, as Mr Thompson submits, no more than the ordinary course of VietJet’s business.