Commissioner of State Revenue v Lend Lease Development Pty Ltd

The High Court of Australia considered appeals concerning the assessment of stamp duty under the *Duties Act 2000* (Vic). The dispute arose from land transfers between VicUrban and Lend Lease Development Pty Ltd, which were part of a larger, integrated development transaction. The Commissioner of State Revenue sought to charge duty on the dutiable value of the property, which was defined as the greater of the consideration for the dutiable transaction or the unencumbered value of the property. The core of the dispute was whether the "consideration for the dutiable transaction" included amounts payable under the overarching development agreement, beyond the specific stage land payments.

The legal issues before the High Court were whether the consideration for the land transfers encompassed all sums payable by Lend Lease under the comprehensive development agreement, and how to characterise the nature of the transaction for stamp duty purposes. Specifically, the Court had to determine if the land transfers were part of a single, integrated, and indivisible transaction, and if so, whether all payments flowing from Lend Lease to VicUrban under that integrated transaction constituted the consideration for the dutiable property.

The High Court reasoned that the consideration for the transfers was not confined to the amounts specified in the individual land sale contracts for each stage. Instead, it encompassed all the promises made by Lend Lease under the overarching development agreement, as these promises collectively moved VicUrban to transfer the land. The Court found that the transaction was indeed single, integrated, and indivisible, evidenced by the interlocking rights and obligations within the development agreement and the consequences of default. Consequently, all payments made by Lend Lease under this integrated transaction were considered part of the consideration for the dutiable property.

The High Court allowed the appeals, setting aside the orders of the Court of Appeal of Victoria. In most matters, the appeals to the Court of Appeal were dismissed with costs. However, in two specific matters (M78/2014 and M81/2014), the appeals were allowed in part, with the assessments remitted to the Commissioner to reassess duty by excluding a specific amount referred to as the "Grand Plaza Retention Amount," and otherwise in accordance with the High Court's reasons.