Laurinda Pty Ltd v Capalaba Park Shopping Centre Pty Ltd

Laurinda Pty Ltd (the appellant) and Capalaba Park Shopping Centre Pty Ltd (the respondent) were parties to a retail shop lease agreement. The dispute concerned the respondent's failure to provide the appellant with a disclosure statement as required by section 11 of the *Commercial Tenancies (Retail Shops) Leases Act 1985* (Qld) (the Act) prior to the execution of the lease. The appellant sought to terminate the lease on the grounds of this breach. The matter proceeded to the High Court of Australia.

The High Court was required to determine whether the respondent's failure to provide the disclosure statement constituted a breach of a condition of the lease, and if so, whether that breach entitled the appellant to terminate the lease. A further issue was whether the appellant had waived its right to terminate the lease by its conduct after the lease was entered into.

The Court held that section 11 of the Act imposed a statutory obligation on the lessor to provide a disclosure statement before the lease was entered into. This obligation was a condition of the lease, and a breach of this condition entitled the lessee to terminate the lease. The Court found that the appellant had not waived its right to terminate, as its conduct, including paying rent and operating its business, was consistent with seeking to resolve the issue and was not an unequivocal affirmation of the lease in light of the fundamental breach. The principles of contract law regarding conditions and termination for breach were applied, alongside the specific provisions of the *Commercial Tenancies (Retail Shops) Leases Act 1985* (Qld).

The High Court allowed the appeal, finding that the appellant was entitled to terminate the lease.