Commissioner of State Revenue v Lend Lease Development Pty Ltd; Commissioner of State Revenue v Lend Lease IMT 2 (HP) Pty Ltd; Commissioner of State Revenue v Lend Lease Real Estate Investments Limited

The High Court of Australia considered appeals by the Commissioner of State Revenue against decisions of the Supreme Court of Victoria. The dispute concerned the assessment of stamp duty on a series of transactions involving the acquisition of shares in entities that held commercial properties. The Commissioner sought to levy stamp duty on the basis that these transactions constituted dutiable acquisitions of interests in land, whereas the respondent companies, Lend Lease Development Pty Ltd, Lend Lease IMT 2 (HP) Pty Ltd, and Lend Lease Real Estate Investments Limited, contended that the transactions were not dutiable as they involved the acquisition of shares and not interests in land.

The central legal issue before the High Court was whether the transactions, which involved the acquisition of shares in companies that owned land, constituted a "dutiable acquisition" of an "interest in land" for the purposes of the *Stamps Act 1958* (Vic). This required the Court to determine the proper interpretation of the definition of "dutiable acquisition" and "interest in land" within the context of the Act, particularly in relation to acquisitions of shares in landholding corporations.

The High Court held that the transactions were not dutiable acquisitions of interests in land. The Court reasoned that the *Stamps Act 1958* (Vic) did not deem the acquisition of shares in a landholding corporation to be an acquisition of an interest in the land itself. The Act's provisions concerning dutiable acquisitions were confined to direct interests in land or specific statutory exceptions that were not engaged by the facts. The Court affirmed the principle that the acquisition of shares in a company, even one holding land, does not, in itself, constitute the acquisition of an interest in that land for stamp duty purposes unless the legislation expressly provides for such a deeming.

The appeals were dismissed.