Question
In 1985, Trans World Airlines (TWA) entered into a sale/leaseback agreement with Connecticut National Bank (CNB), in which CNB purchased 10 aircraft and approximately 96
In 1985, Trans World Airlines (TWA) entered into a sale/leaseback agreement with Connecticut National Bank (CNB), in which CNB purchased 10 aircraft and approximately 96 jet engines from TWA, and then leased them back to TWA until February 1, 1996. TWA executed two promissory notes to guarantee its lease payments; one for $100 million maturing on February 1, 1991 and one for $212 million maturing on February 1, 1996. At the end of the lease period (February 1, 1996), ownership of the planes and engines would revert back to TWA. TWA met its obligations in a satisfactory fashion until January 31, 1991. At that time, however, TWA failed to make required payments of approximately $57 million, $9 million of which represented interest on the 1991 and 1996 notes, and the other $48 million of which represented the remaining principal on the now-maturing 1991 note. CNB then demanded return of its property, as well as immediate payment of the approximately $81 million that was then due as principal on the 1996 note, which it was entitled to do under the agreement. TWA failed to make any payments and did not return any of CNB's property. When CNB sued TWA for the unpaid amounts and return of the equipment, TWA argued that it should be excused from satisfying the contract because events beyond its control prevented it from having sufficient funds to meet its obligations. Specifically, TWA argued that the [first] Persian Gulf War [which started in late 1990], resulted in decreased air travel for fear of terrorism and increased oil prices, therefore curtailing its cash flow.
- Should TWA be excused from performance due to commercial impracticability?
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