Singapore Airlines v CSDS Aircraft: Breach of Contract, Specific Performance & Termination

In Singapore International Commercial Court Suit No 4 of 2019, Singapore Airlines Ltd (SIA) sued CSDS Aircraft Sales & Leasing Inc (CSDS) for breach of an Aircraft Purchase Agreement. SIA claimed CSDS was in repudiatory breach of contract for failing to pay the balance of the purchase price for a Boeing B777-212 aircraft. CSDS counterclaimed, alleging SIA was in breach. The court found that CSDS was in repudiatory breach of the agreement, entitling SIA to terminate the agreement and claim damages. The court ruled in favor of SIA.

1. Case Overview

1.1 Court

Singapore International Commercial Court

1.2 Outcome

Judgment for Plaintiff

1.3 Case Type

Civil

1.4 Judgment Type

Judgment

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Airlines sued CSDS Aircraft for breach of contract regarding an aircraft purchase agreement. The court found CSDS in repudiatory breach, allowing SIA to terminate the agreement.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Singapore Airlines LtdPlaintiff, Defendant in counterclaimCorporationJudgment for PlaintiffWon
CSDS Aircraft Sales & Leasing IncDefendant, Plaintiff in counterclaimCorporationCounterclaim DismissedLost

3. Judges

Judge NameTitleDelivered Judgment
Jeremy Lionel CookeInternational JudgeYes

4. Counsels

Counsel NameOrganization
Kelvin TanDrew & Napier LLC
Stephen HousemanDrew & Napier LLC
Jason ChenDrew & Napier LLC
Chng Hu PingDrew & Napier LLC
Senthil DayalanRHTLaw Asia LLP
Rajaram RamiahRHTLaw Asia LLP
Gideon YapRHTLaw Asia LLP
Eugene TanRHTLaw Asia LLP
Roderick MartinRHTLaw Asia LLP

4. Facts

  1. SIA and CSDS entered into an Aircraft Purchase Agreement on 19 September 2018 for a Boeing B777-212 aircraft.
  2. The purchase price was US$6.5 million, with a US$250,000 deposit paid by CSDS.
  3. The agreement was governed by English law with a non-exclusive jurisdiction clause in favor of the English Courts.
  4. CSDS repeatedly delayed payment of the balance of the purchase price.
  5. SIA sent a Letter of Demand on 23 October 2018, requiring payment by 26 October 2018.
  6. CSDS failed to meet the payment deadline, leading SIA to terminate the agreement.
  7. SIA initially sought specific performance but later amended its claim to seek damages for breach of contract.

5. Formal Citations

  1. Singapore Airlines Ltd v CSDS Aircraft Sales & Leasing Inc, Suit No 4 of 2019, [2021] SGHC(I) 3

6. Timeline

DateEvent
CSDS made a written offer to purchase the Aircraft.
SIA notified CSDS of its in-principle acceptance of the offer.
Initial deposit of US$250,000 was paid.
Inspection of the Aircraft took place.
SIA sent CSDS a draft Aircraft Purchase Agreement for review.
CSDS informed SIA that it was impossible to complete the Technical Acceptance before the ferry flight.
The parties had agreed on the draft form of the Agreement.
CSDS informed SIA that it wished to add a “closing mechanism” into the agreement.
SIA emailed AEROtitle to say that SIA and CSDS were on the point of concluding an aircraft purchase agreement.
SIA sent CSDS a scanned copy of SIA’s executed Agreement.
Mr Sirimanne sent the executed Agreement to SIA.
SIA sent a Letter of Demand to CSDS.
SIA agreed to send out the Bills of Sale to AEROtitle.
Ms Shapiro sent a letter by email giving “formal notice” that because SIA had refused and failed to provide the original signed but undated Bill of Sale to escrow, it had prevented CSDS from completing the purchase of the Aircraft.
The Original Bill of Sale was received and held by AEROtitle as the escrow agent.
SIA instituted proceedings in the Singapore High Court.
SIA sent a letter by email to Ms Shapiro reiterating SIA’s case that there was no basis for the claim that SIA was obliged to provide the original signed but undated Bill of Sale to the escrow agent at any time prior to CSDS’ compliance with the condition precedent of payment of the outstanding balance of the purchase price or evidence of release of the funds in accordance with cl 4.1(a) of the Agreement.
SIA amended the Writ of Summons and Statement of Claim to plead SIA’s acceptance of CSDS’ repudiatory breach.
SIA's lawyers responded to Ms Shapiro making it plain that SIA had terminated the Agreement pursuant to cl 16.2 on 4 November 2018 and had amended the Singapore proceedings accordingly.
SIA obtained judgment against it in default of appearance.
Ms Shapiro emailed SIA, demanding the return of the deposit.
CSDS stated that it accepted SIA’s repudiatory conduct as bringing the Agreement to an end.
Case transferred to the Singapore International Commercial Court.
Court ordered that all questions of English law be determined on the basis of submissions.
Court ordered that the trial be bifurcated.
Court gave permission to Stephen Houseman QC in place of Edmund King QC.
Judgment reserved.
Judgment delivered.

7. Legal Issues

  1. Breach of Contract
    • Outcome: The court found that CSDS was in repudiatory breach of the Aircraft Purchase Agreement.
    • Category: Substantive
    • Sub-Issues:
      • Failure to pay
      • Repudiatory breach
      • Failure to perform condition precedent
    • Related Cases:
      • [2021] SGHC(I) 3
  2. Specific Performance
    • Outcome: SIA initially sought specific performance, but later amended its claim to seek damages only. The court did not order specific performance.
    • Category: Procedural
    • Related Cases:
      • [1940] 2 KB 1
      • [1980] AC 367
      • [1976] 9 ALR 309
  3. Termination of Contract
    • Outcome: The court held that SIA lawfully terminated the Agreement due to CSDS's repudiatory breach.
    • Category: Substantive
    • Sub-Issues:
      • Lawful termination
      • Acceptance of repudiation
    • Related Cases:
      • [1996] AC 800
  4. Election and Affirmation of Contract
    • Outcome: The court found that SIA did not make an irrevocable election to affirm the contract by initially seeking specific performance.
    • Category: Substantive
    • Sub-Issues:
      • Waiver of breach
      • Unequivocal affirmation
    • Related Cases:
      • [1990] 1 Lloyd’s Rep 391
      • [2001] 1 Lloyd’s Rep 537
      • [2002] 2 Lloyd’s Rep 436
      • [1996] 2 Lloyd’s Rep 604

8. Remedies Sought

  1. Specific Performance
  2. Monetary Damages

9. Cause of Actions

  • Breach of Contract

10. Practice Areas

  • Commercial Litigation
  • Aviation Law

11. Industries

  • Aviation

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
The Public Trustee v PearlbergCourt of AppealYes[1940] 2 KB 1England and WalesCited regarding the validity of a notice of termination under a contract for the sale and purchase of land where the vendor’s executor had issued and served proceedings seeking specific performance of the contract.
Johnson v AgnewHouse of LordsYes[1980] AC 367United KingdomCited for the principles of law regarding contracts for the sale of land, specifically the vendor's options when the purchaser fails to complete the contract after time has been made of the essence.
Ogle v Comboyuro Investments Pty LtdHigh Court of AustraliaYes[1976] 9 ALR 309AustraliaCited to question the validity of the conclusions in Public Trustee v Pearlberg and for the principle that a plaintiff could sue concurrently for specific performance and, in the alternative, for common law damages.
Chatfield v JonesNew Zealand Court of AppealYes[1990] 3 NZLR 285New ZealandCited as following Ogle in allowing a plaintiff in a specific performance suit, the right to accept a further repudiation.
PW & Co v Milton Gates Investments LtdHigh CourtYes[2004] Ch 142England and WalesCited for the principle that so long as a party had live proceedings seeking specific performance of a contract, he could not seek to rescind the contract.
Morley London Developments Limited v Rightside Properties LtdCourt of AppealYes(1973) 231 EG [Estates Gazette] 235England and WalesCited for the principle that the plaintiff was free to choose the relief he wished to pursue and the only requirement was that, when the matter came to court he should make it plain what remedy he was seeking.
Motor Oil Hellas (Corinth) Refineries SA v Shipping Corporation of India (The Kanchenjunga)House of LordsYes[1990] 1 Lloyd’s Rep 391United KingdomCited for the principles of election and affirmation of a contract where there has been a repudiatory breach.
Stocznia Gdanska SA v Latvian Shipping Co Latreefer Inc and OthersHigh CourtYes[2001] 1 Lloyd’s Rep 537England and WalesCited for the principles of election and affirmation of a contract where there has been a repudiatory breach.
Stocznia Gdanska SA v Latvian Shipping Co Latreefer Inc and OthersCourt of AppealYes[2002] 2 Lloyd’s Rep 436England and WalesCited for the principles of election and affirmation of a contract where there has been a repudiatory breach.
Safehaven Investments Inc v Springbok LtdN/AYes[1996] 71 P&CR [Property, Planning and Compensation Reports] 59N/ACited for the principle that if the repudiating party persists in his refusal to perform, the innocent party may later treat the contract as being at an end.
Vitol SA v Norelf LtdHouse of LordsYes[1996] AC 800United KingdomCited for the principle that acceptance of repudiation requires no particular formality as long as by words or conduct it is made clear by the innocent party that he is treating the contract as at an end.
Yukong Line Ltd of Korea v Rendsburg Investments Corporation of LiberiaN/AYes[1996] 2 Lloyd’s Rep 604N/ACited for the principles which applied to anticipatory breach, affirmation and election.
Charles Rickards Ltd v OppenhaimCourt of AppealYes[1950] 1 KB 616England and WalesCited regarding the allegation of estoppel.
Austins of East Ham Ltd v MaceyCourt of AppealYes[1941] Ch 338England and WalesCited regarding the election argument.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Aircraft Purchase Agreement
  • Delivery Date
  • Purchase Price
  • Deposit
  • Bill of Sale
  • Ferry Flight
  • Conditions Precedent
  • Event of Default
  • Repudiatory Breach
  • Escrow Agent
  • Technical Acceptance

15.2 Keywords

  • breach of contract
  • aircraft purchase agreement
  • specific performance
  • termination
  • repudiatory breach
  • aviation
  • Singapore International Commercial Court

17. Areas of Law

Area NameRelevance Score
Breach of Contract95
Contract Law90
Termination70
Damages60
Specific performance50
Estoppel30
International Commercial Law20
Summary Judgement10
Statutory Demand10
Arbitration10

16. Subjects

  • Contract Law
  • Commercial Dispute
  • Aviation