## Facts

- Jet Experts, LLC agreed to purchase a specific 2012 Bombardier Challenger 300 aircraft (serial no. 20382; registration N528YT) under a written Aircraft Purchase Agreement with Asian Pacific Aviation Limited (seller) and TVPX Aircraft Solutions, Inc. (owner trustee holding legal title).
- The aircraft was configured and maintained for medical transport use, including a divan for prone patients and an overhaul intended to permit extended operation without a major inspection; Jet Experts alleged there was no comparable aircraft available for purchase.
- Jet Experts incurred reliance costs, including funding the overhaul and training and certifying pilots to operate that particular aircraft.
- On the eve of closing, defendants allegedly repudiated the agreement, kept the aircraft in China, attempted to limit tracking of its movements, and sought to sell it to another buyer.
- Jet Experts sued in the Southern District of New York seeking emergency injunctive relief and specific performance to compel transfer of title, possession, and control of the aircraft.

## Issues

1. Whether the buyer was entitled to specific performance compelling transfer of the aircraft under the purchase agreement after defendants’ repudiation.
2. Whether the aircraft’s configuration and circumstances made legal damages inadequate because the goods were unique or otherwise not readily replaceable.
3. Whether the buyer was ready, willing, and able to perform its contractual obligations such that equitable relief was appropriate.
4. Whether equitable conditions were warranted to protect defendants’ interests pending appellate review.

## Decision

- The court entered judgment for Jet Experts on its claim for specific performance.
- The court ordered defendants to transfer, pursuant to the purchase agreement’s procedures, legal title, possession, and control of the identified aircraft and engines within 30 days (absent a different agreement).
- Pending any appeal, the court required Jet Experts to hold the aircraft as trustee for defendants in the event of reversal.
- The court restricted operation of the aircraft to the continental United States and barred substantial alterations without defendants’ or the court’s consent to preserve the ability to return the aircraft in the delivered condition if necessary.
- The court retained jurisdiction to consider Jet Experts’ request for attorneys’ fees and costs under the agreement.

## Legal Principles

- Specific performance may be ordered for breach of a sale contract when the goods are unique or circumstances make monetary damages inadequate, including when a substitute cannot reasonably be obtained.
- A buyer seeking specific performance must show a valid contract, breach by the seller, and that the buyer has performed or is ready, willing, and able to perform.
- In granting equitable relief, a court may impose conditions to preserve the status quo and protect the opposing party’s interests during potential appellate proceedings.
- A court may consider the practical effectiveness of a damages remedy, including the risk that a judgment will be uncollectible due to a seller’s asset structure and location of the goods.

## Conclusion

The court ordered specific performance of an aircraft purchase agreement, finding the uniquely configured and medically purposed aircraft and the surrounding circumstances made damages an inadequate remedy, and it structured the relief with trust and use restrictions to protect defendants pending any appeal.


Jet Experts, LLC v. Asian Pacific Aviation Ltd., 602 F. Supp. 3d 636 (S.D.N.Y. 2022)