Retail Lease Act: New Decision re 15-Year exemption

Retail Lease Act: New Decision re 15-Year exemption

November 14, 2025

Taya Foxman

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Published

14 November 2025

Category

Commercial, Franchising, Property Law

Sam Hopper, Counsel who we brief as a specialist barrister in retail leasing has published an update on the first and only case to consider the 23 August 2004 Ministerial determination regarding leases of 15 years or more falling outside the Retail Leases Act (RLA).

This determination has had great significance in sectors such as Early learning (ELC) and childcare where the leases can be anywhere from 10 years with options, or often 15 or 20-year initial terms with options.

Generally, it has been the case that where the Lease is for 15 years or more and required the tenant to do substantial works, or pay for them, the lease was considered to fall outside the RLA and therefore the landlord could charge the tenant land tax, legal costs, include a market rental ratchet clause and avoid the compulsory mediation obligations under the Act.

As Land Tax has substantially increased, this has been a major factor in Landlords trying to ensure the Lease is not a retail lease.

 

The Determination excludes a lease as being a RLA lease where it is:

a)  for a term of 15 years or more (excluding options); and

b)  requires the tenant to undertake substantial work; or

c)  to pay the cost of such substantial work; or

d)  does not allow the tenant to remove those works at the end of the lease.

The 2025 Case

In the County Court decision LFRACM INC v Halski Pty Ltd & Anor [2025] VCC 1506 (16/10/25)

 

Judge Macnamara considered the determination, and in summary found that:

  • a lease will not invoke the 15-year exemption as a RLA lease if it does not contain specific obligations to undertake substantial work that can be identified when the lease was entered into; and
  • a general ‘keep in repair’ provision is not sufficient, even if the clause extends to capital works that may arise during the term.

 

It was argued that as the lease contained a clause stating the lease was not a RLA Lease due to the 15-year rule the parties were estopped from denying the determination applies. The judge did not accept that argument. The parties cannot contract out of whether the determination applies or not.

Contact

Robert Toth | Special Counsel | Accredited Commercial Law and Franchise Specialist | robert@sanickilawyers.com.au | Mobile: 0412 673 757