CSDS Aircraft Sales & Leasing Inc v Singapore Airlines Ltd: Specific Performance, Breach of Contract, Contract Termination

CSDS Aircraft Sales & Leasing Inc appealed against the decision of the Singapore International Commercial Court in favor of Singapore Airlines Limited (SIA) regarding an Aircraft Purchase Agreement. SIA sued CSDS for specific performance of the agreement and, alternatively, damages for breach of contract. The Court of Appeal dismissed CSDS's appeal, affirming the lower court's decision that CSDS was in repudiatory breach of the agreement, which SIA validly accepted, leading to the termination of the contract. The court found that SIA's initial pleadings included an alternative claim for damages, negating CSDS's argument that SIA had affirmed the contract.

1. Case Overview

1.1 Court

Court of Appeal of the Republic of Singapore

1.2 Outcome

Appeal Dismissed

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore Airlines sued CSDS for specific performance of an aircraft purchase agreement. The court found CSDS in breach and upheld SIA's termination.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
CSDS Aircraft Sales & Leasing IncAppellant, DefendantCorporationAppeal DismissedLost
Singapore Airlines LimitedRespondent, PlaintiffCorporationAppeal DismissedWon

3. Judges

Judge NameTitleDelivered Judgment
Andrew Phang Boon LeongJustice of the Court of AppealYes
Steven ChongJustice of the Court of AppealNo
Beverley Marian McLachlinInternational JudgeNo

4. Counsels

Counsel NameOrganization
Muhammad Taufiq bin SuraidiTan Rajah & Cheah
Shobna ChandranTan Rajah & Cheah
Yong Manling JasmineTan Rajah & Cheah
Thaddaeus Aaron Tan Yong ZhongTan Rajah & Cheah
Tan Teck San KelvinDrew & Napier LLC
Yip Ting Yuan DarrenDrew & Napier LLC
Choy Wai Kit VictorDrew & Napier LLC
Stephen HousemanDrew & Napier LLC

4. Facts

  1. SIA and CSDS entered into an Aircraft Purchase Agreement on 19 September 2018.
  2. The purchase price of the Aircraft was US$6.5m, with US$6.25m outstanding.
  3. CSDS failed to make payment on at least six agreed dates.
  4. SIA sent a Letter of Demand on 23 October 2018, requiring payment by 26 October 2018.
  5. CSDS did not make payment by the deadline.
  6. SIA instituted proceedings in the High Court on 31 October 2018.
  7. SIA terminated the Agreement on 4 November 2018, due to CSDS's continued default.

5. Formal Citations

  1. CSDS Aircraft Sales & Leasing Inc v Singapore Airlines Ltd, Civil Appeal No 46 of 2021, [2022] SGCA(I) 3

6. Timeline

DateEvent
SIA and CSDS entered into an Aircraft Purchase Agreement
SIA sent a Letter of Demand requiring CSDS to make payment
SIA recorded an agreement for CSDS to transfer funds
SIA instituted proceedings in the High Court
SIA sent a letter to CSDS prepared to consider an extension of time
First set of pleadings served on CSDS
SIA accepted CSDS’s repudiation of the Agreement and terminated the Agreement
SIA amended the Writ and Statement of Claim
Proceedings were transferred to the Singapore International Commercial Court
CSDS’s application was dismissed
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 by failing to make payment of the outstanding sum.
    • Category: Substantive
    • Sub-Issues:
      • Repudiatory Breach
      • Failure to make payment
      • Failure to perform condition precedent
  2. Affirmation of Contract
    • Outcome: The court held that SIA's initial pleadings, which included an alternative claim for damages, did not constitute an unequivocal affirmation of the contract, and therefore SIA had not waived CSDS's prior breaches.
    • Category: Substantive
    • Sub-Issues:
      • Waiver of prior breaches
      • Election of remedies
      • Clear and unequivocal representation
  3. Specific Performance
    • Outcome: The court considered the effect of seeking specific performance on the right to terminate the contract and claim damages, ultimately finding that seeking specific performance does not necessarily preclude subsequent termination and a claim for damages.
    • Category: Substantive
    • Sub-Issues:
      • Availability of remedy
      • Effect of seeking specific performance
      • Alternative remedies

8. Remedies Sought

  1. Specific Performance
  2. Monetary Damages

9. Cause of Actions

  • Breach of Contract
  • Repudiation

10. Practice Areas

  • Commercial Litigation

11. Industries

  • Aviation
  • Aircraft Sales and Leasing

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Singapore Airlines Ltd v CSDS Aircraft Sales & Leasing IncSingapore International Commercial CourtYes[2021] 5 SLR 26SingaporeAffirmed the Judge’s decision that the respondent, Singapore Airlines Limited, pleaded for specific performance and, in the alternative, damages for breach of contract in its first set of pleadings.
The Public Trustee v PearlbergEnglish Court of AppealYes[1940] 2 KB 1EnglandDistinguished from the present case; cited by the appellant as a foundational precedent, but the court found that the present case differed because SIA's first set of pleadings included an alternative claim for damages, unlike the situation in Pearlberg.
Motor Oil Hellas (Corinth) Refineries S.A. v Shipping Corporation of India (The “Kanchenjunga”)House of LordsYes[1990] 1 Lloyd’s Rep 391EnglandCited for the principles of election and affirmation, particularly regarding the concept of waiver and the requirement for clear and unequivocal communication of an election.
Dobson v Winton and Robins LtdSupreme Court of CanadaYes[1959] SCR 775CanadaCited regarding the need for a plaintiff suing in the alternative for specific performance or damages to ensure that the claim for damages is identifiable as one at common law for breach of contract.
Johnson and another v AgnewHouse of LordsYes[1980] AC 367EnglandCited for the principle that a vendor who seeks specific performance is not making an eternal and unconditional affirmation of the contract and may, if specific performance fails, seek to terminate the contract and claim damages for breach.
United Australia Limited v Barclays Bank LimitedHouse of LordsYes[1941] AC 1EnglandCited for the principle that a party may initially plead for specific performance and subsequently amend to add or substitute a plea for damages.
Ogle v Comboyuro Investments Pty LtdHigh Court of AustraliaYesOgle v Comboyuro Investments Pty Ltd (1976) 136 CLR 444AustraliaCited for the proposition that where a purchaser commits a further breach of contract or evinces an intention never to complete, the vendor may terminate the contract, notwithstanding the earlier institution of an action for specific performance by the vendor.

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
  • Specific Performance
  • Repudiatory Breach
  • Affirmation
  • Waiver
  • Outstanding Sum
  • Letter of Demand
  • Bill of Sale
  • First Statement of Claim
  • Second Statement of Claim

15.2 Keywords

  • contract
  • breach
  • specific performance
  • aircraft
  • repudiation
  • aviation
  • singapore airlines
  • CSDS
  • termination

17. Areas of Law

Area NameRelevance Score
Contract Law90
Breach of Contract90
Remedies80
Specific performance70
Damages70
Termination of Agreement60
Performance of Contract50
Waiver40
Frustration30
Estoppel30

16. Subjects

  • Contract Law
  • Commercial Law
  • Civil Procedure