CA-2025-000597 - [2025] EWCA Civ 1458

FWA is part of FitzWalter Capital, a ‘special situations’ fund. VietJet is a Vietnamese airline. The background to the parties’ wider dispute is set out in the judge’s liability judgment of 31^st July 2024 ([2024] EWHC 1945 (Comm)). For the purpose of this appeal I can summarise the facts as follows.

The substantive proceedings concern four Airbus A321 aircraft which VietJet originally leased under a complex financing structure (the ‘Aircraft’). In 2021, after VietJet fell into arrears on rental payments as a result of the Covid-19 lockdown and suspension of air travel in Vietnam, the FitzWalter group bought out the interests of the original lenders and lessors and sought both to acquire the Aircraft and to pursue substantial monetary claims against VietJet under the terms of the leases.

FWA commenced these proceedings in August 2022 seeking possession of the Aircraft and associated equipment. In November 2022 the parties agreed a consent order which recorded VietJet’s agreement to FWA’s right to possession, custody and control of the Aircraft, which were in Vietnam, and its consent to the de-registration and export of the Aircraft. In December 2022 and January 2023 FWA de-registered the Aircraft from the Vietnamese Civil Aviation Register and re-registered them in Guernsey. FWA then sought to export the Aircraft from Vietnam with a view to putting them back on the international aircraft leasing market.

In February-March 2023, some shareholders of VietJet brought proceedings in Vietnam against the Civil Aviation Authority of Vietnam (‘CAAV’) and obtained an injunction suspending the de-registration of the Aircraft from the Vietnamese register and declaring that VietJet was entitled to have them re-registered so as to continue operating them. It is FWA’s case that these proceedings were procured by VietJet’s then CEO (Madam Thao) and managing director (Dr Phuong); and that the letter by which VietJet had purportedly consented to the de-registration and export of the Aircraft was not formally valid.

As a result of these developments, on 31^st March 2023 FWA applied for and obtained a without notice injunction from Mr Justice Waksman which prohibited VietJet from interfering with FWA’s right to possession, custody and/or control of the Aircraft. That order was continued, unopposed, by Mr Richard Salter KC (sitting as a Deputy High Court Judge) on 14^th April 2023. It prohibited VietJet from:

‘(i) taking steps to reregister the Aircraft with the CAAV; and (ii) taking possession of or operating the Aircraft either directly or indirectly or otherwise interfering with the Claimant’s right to possession, custody and/or control of the Aircraft’.

Also on 31^st March 2023, FWA issued a contempt application against VietJet, Madam Thao and Dr Phuong. The application alleged two grounds of contempt, one against all three defendants for failing to provide a valid letter of consent to the de-registration and export of the Aircraft, which was said to be in breach of the consent order, and one against VietJet only, relating to the bringing of the Vietnamese proceedings, which was said to be an intentional interference with the administration of justice by frustrating FWA’s right to possession, custody and control of the Aircraft under the consent order. Those allegations are due to be tried in 2026.

Following orders for specific disclosure before the trial of the substantive claims, VietJet disclosed correspondence in May 2023 with the CAAV and the Vietnamese Customs Authority. In this correspondence VietJet challenged the ability of the Vietnamese authorities to issue an Export Certificate of Airworthiness in circumstances where the Aircraft had been re-registered in Guernsey. In September and October 2023, VietJet sent further similar letters to the CAAV, the Deputy Prime Minister of Vietnam, the Deputy Transport Minister and the Ministry of Transport in relation to the Aircraft and the dispute with FWA. It is this correspondence, to which I shall refer as ‘the Letters’ without needing to distinguish between them, which has given rise to the present application and appeal.

In June 2024, the trial of liability took place before Mr Justice Picken. In his judgment dated 31^st July 2024 he found, in favour of FWA, that (i) the leasing of the Aircraft had been validly terminated in October 2021, and (ii) FWA had taken valid assignments of the lessors’ rights and therefore had standing to bring its claims. He criticised VietJet for sending the Letters, which he characterised as an attempt to interfere with the export of the Aircraft and put pressure on FWA to sell or re-lease them to VietJet. VietJet’s appeal to this court was dismissed on 24^th June 2025 ([2025] EWCA Civ 783). An application to the Supreme Court for permission to appeal was refused on 31^st October 2025.

By August 2024 FWA had successfully exported three of the four Aircraft from Vietnam. The fourth was exported on 13^th March 2025.

On 17^th April 2025 Mr Justice Picken handed down a further judgment addressing quantum issues. He held that VietJet was liable to pay termination sums to FWA totalling US $181 million. This court refused permission to appeal against this judgment on 9^th July 2025. A further trial to address remaining issues of quantum is due to take place in March 2026.