Judgment Hand Down: VietJet Aviation v FW Aviation [2025] EWCA Civ 783

The case concerned the rights to terminate JOLCO finance leases of certain Airbus aircraft, and whether the Respondent was entitled to acquire rights under the lease structure as a “financial institution”.  The Court of Appeal held that the entitlement to terminate the leasing did not depend on an Enforcement Event having occurred under the loan agreements, and that the Security Assignments did not qualify the Security Trustee’s rights in this respect.

Further, applying the definition of “financial institution” established in Argo Fund v Essar Steel, the Respondent was a “financial institution” and therefore entitled to acquire the relevant rights without the consent of the borrowers. The additional wording included in LMA standard forms referring also to “to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets” is an additional gateway, and provides an additional and alternative gateway through which a potential assignee may pass.  It does not follow that an entity which follows within this wording is not also a “financial institution”.

Tom Smith KC appeared for the successful respondent, instructed by Quinn Emanuel.

Read the full judgment here.