Commissioner of State Revenue v Lend Lease Development Pty Ltd; Commissionr 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 from the Supreme Court of Victoria concerning the assessment of stamp duty (duty) on a series of transactions involving property development and investment entities. The Commissioner of State Revenue sought to recover duty assessed on what the Commissioner contended were dutiable transactions, specifically the acquisition of interests in landholding entities by Lend Lease entities. The core of the dispute revolved around whether the transactions constituted the acquisition of "dutiable property" for the purposes of the *Stamps Act 1958* (Vic) and, if so, whether exemptions applied.

The central legal issues before the High Court were: (1) whether the acquisition of shares in a company that held land constituted the acquisition of an "interest in land" for the purposes of the *Stamps Act 1958*; (2) whether the transactions, which involved the acquisition of units in a trust that held land, constituted the acquisition of an "interest in land"; and (3) whether certain exemptions from duty, including those relating to corporate reconstructions and acquisitions by superannuation funds, were applicable to the transactions.

The High Court held that the acquisition of shares in a company that owned land did not, in itself, constitute the acquisition of an "interest in land" under the *Stamps Act 1958*. The Court reasoned that the Act distinguished between interests in land and interests in companies that held land, and that the acquisition of shares conferred rights against the company, not directly against the land. Similarly, the Court found that the acquisition of units in a trust that held land did not constitute the acquisition of an "interest in land" in the manner contemplated by the Act, as the units represented a beneficial interest in the trust property, not a direct interest in the land itself. The Court also considered the application of exemptions, finding that the conditions for certain exemptions were not met.

Consequently, the High Court allowed the appeals in part, setting aside the orders of the Supreme Court of Victoria and remitting the matters for redetermination in accordance with the High Court's reasons.