The simple way to define a Used Aircraft Sale and Purchase Agreement – sometimes referred to by the initialism SPA, or APA – is as a legally binding contract between a seller and a buyer, setting out the terms of sale for a used aircraft. 

In such a scenario, the “seller” will typically be the owner of the aircraft, while the buyer will tend to be an airline or leasing company. 

The vital things to know about Used Aircraft Sale and Purchase Agreements

APAs play an imperative role in the process of pre-owned aircraft changing hands. These contracts help provide clarity, protect the participants in this type of transaction, and allow for a smooth transfer of ownership. 

A transaction involving the sale of an aircraft is not, of course, just “any other” transaction; there are high financial stakes involved, as well as regulatory obligations and technical complexities. 

Unsurprisingly, then, an APA will typically go into great detail about each and every key aspect of the sale. The components of such a document can encompass, but are not usually limited to: 

• Identification of the parties, including the accurate legal names of the buyer and seller. 
• A description of the aircraft, specifically the manufacturer, model, year, serial number, registration number, and accompanying items like logbooks and manuals. 
• The purchase price and payment arrangements. The agreed price will, of course, be stated, along with the deposit amount, whether the deposit is refundable, and the payment method. 
• Details on the pre-purchase inspection process. This will set out how the aircraft will be examined to verify its condition. The information typically provided here will include who carries out the inspection, as well as the conditions under which the would-be purchaser can reject the aircraft. 
• Delivery terms, including such aspects as when, where, and how delivery of the aircraft will take place, and when title will transfer to the buyer. 

Will, then, a process agent in the UK be required for your own APA? 

To provide a quick summary of what a process agent is, they are a representative appointed to receive formal notifications, such as legal documents or court summons, on behalf of a party involved in an agreement. 

You can learn more about the role of a process agent in the UK context, by visiting the relevant page of our website for this service at London Registrars. 

It might be the case that you are looking to enter an APA for the transfer of an aircraft, but you have been told that you must agree to a UK process agent being appointed. 

Ultimately, though, whether a process agent is needed for a particular contract will likely depend on certain specifics: 

• You may be required to appoint a UK process agent if you and the other party are located in different countries and the contract between you is based on UK jurisdiction. Another example would be if you are in the United States, and the other party is in the UK. In these situations, the ‘contract giver’ may insist on the appointment of a UK process agent who can accept service of notices, proceedings, or documents on your behalf in order to avoid expensive delays in the UK courts.
• You may not be required to appoint a UK process agent if both you and the other party are based in the same jurisdiction – such as the UK – and the APA is governed by local law (for example, English law). In this situation, both parties can likely be served directly, should one party wish to take legal action against the other. Nor is a process agent likely to be required if the transaction involves the straightforward sale of a relatively small aircraft (again, presuming the two parties are in the same jurisdiction). 

If you are in any doubt about the exact requirements applicable to you, or if you would like to know more about our own services and expertise as a process agent at London Registrars, please don’t hesitate to reach out to us. You are also welcome to download our process agent brochure.