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

An exclusive jurisdiction clause using the words in connection with requires a factual connection, not legal dependence or causation. A dispute concerning an alleged agreement to defer payments under, or prevent enforcement of, related finance and leasing documents is therefore within such a clause.

Where foreign proceedings breach an exclusive jurisdiction clause, considerations such as comity, forum conveniens and the balance of injustice carry little weight. Delay remains relevant, but must be assessed by reference to knowledge, service, the progress of the foreign proceedings and the overall circumstances.

An assignment of substantive contractual rights does not ordinarily deprive the assignor of the ability to rely on a jurisdiction clause concerning pre-assignment events. Jurisdiction clauses apply concurrently to the original parties and assignees.

Three claimants sought anti-suit injunctions restraining VietJet from pursuing proceedings in the People’s Court of Hanoi. The Vietnamese proceedings alleged that BNP Paribas and Natixis had agreed to extend repayment periods under a Japanese Operating Lease with Call Option structure, or had misled VietJet about that possibility.

The English proceedings arose from aircraft finance and leasing arrangements governed by English law. The relevant sub-leases contained exclusive jurisdiction clauses in favour of the English courts. FWA relied on those clauses as assignee of security rights. BNP and Natixis relied on them in their own capacity as former security agents and trustees and as third-party beneficiaries.

The issues were whether the Vietnamese proceedings fell within the clauses, whether the claimants could invoke them after assignments, and whether delay or other discretionary factors defeated relief.

1. Scope of the exclusive jurisdiction clauses. The words in connection with are broad and require only a factual connection. They do not require legal dependence or a causal relationship. The Vietnamese Bank Proceedings concerned alleged agreements whose central subject matter was the payment obligations and termination rights under the Loan Agreements, Head Leases and Sub-Leases. They were therefore within the scope of the Sub-Lease jurisdiction clauses.
2. FWA. FWA was entitled in principle to rely on the clauses as assignee of the security rights. VietJet gave undertakings preventing it from relying on the Vietnamese proceedings or their existence against FWA, including in relation to enforcement of the English judgment. The undertakings were accepted in lieu of an injunction. The court therefore did not decide whether FWA would otherwise have received an anti-suit injunction.
3. BNP and Natixis. Assignment of substantive contractual benefits did not prevent the original security agents from relying on the jurisdiction clauses in respect of claims concerning pre-assignment events. Jurisdiction provisions are distinct from ordinary contractual benefits and burdens, and may apply simultaneously to assignor, counterparty and assignee. Clause 26.3 also gave Financing Parties rights to enforce the Sub-Lessee’s obligations, subject to the Contracts (Rights of Third Parties) Act 1999.
4. Discretionary factors. BNP and Natixis acted with appropriate speed after the relevant procedural developments in Vietnam. Their applications were not materially delayed. Once breach of the exclusive jurisdiction clauses was established, comity, forum conveniens, sufficient interest and balance of injustice had no real significance.
5. ASIs were granted in favour of BNP and Natixis restraining VietJet from pursuing the Vietnamese Bank Proceedings. FWA received the undertakings instead of an order.

The judgment records that Picken J’s decision in the related FWA Proceedings, [2024] EWHC 1945 (Comm), had determined that the security-right assignments were valid and that the Sub-Leases had been terminated. Permission to appeal that decision had been granted, with the appeal listed for hearing on 20 May 2025. This judgment proceeded on the basis of Picken J’s decision, subject to that appeal.