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Pin Oak Holdings Pty Ltd v Risi Pty Ltd

Pin Oak Holdings Pty Ltd v Risi Pty Ltd

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Case Copied 16 December 2016 42 min read

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IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE
COMMON LAW DIVISION
JUDICIAL REVIEW AND APPEALS LIST

S CI 2016 3028

PIN OAK HOLDINGS PTY LTD (ACN 006 304 710)	Applicant
v
RISI PTY LTD (ACN 108 095 790)	Respondent

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JUDGE:	CROFT J
WHERE HELD:	Melbourne
DATE OF HEARING:	14 October 2016
DATE OF JUDGMENT:	16 December 2016
CASE MAY BE CITED AS:	Pin Oak Holdings Pty Ltd v Risi Pty Ltd
MEDIUM NEUTRAL CITATION:	[2016] VSC 773

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LANDLORD AND TENANT – Retail Leases – Renovation and refurbishment works carried out by tenant – Appropriate relief on refusal of further lease by landlord.

EQUITY – Estoppel – Relief for tenant on refusal of further lease having carried out renovation and refurbishment works – “minimum equity” with respect to proprietary and promissory estoppel – Waltons Stores (Interstate) Ltd v Maher (1988) 164 CLR 387 – Donis v Donis (2007) 19 VR 577 – Crown Melbourne Ltd v Cosmopolitan Hotel (VIC) Pty Ltd (2016) 90 ALJR 770.

JUDICIAL REVIEW – Non-applicability of Notice of Contention procedure – Victorian Civil and Administrative Tribunal Act 1998, s 148 – Supreme Court (General Civil Procedure) Rules 2015.

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APPEARANCES:	Counsel	Solicitors
For the Applicant	Mr J D McKay	Danaher Legal
For the Respondent	Mr J P Isles	Salinger & Associates

HIS HONOUR:

Introduction

This proceeding has been brought pursuant to s 148(2) of the Victorian Civil and Administrative Tribunal Act 1998 (“the VCAT Act”). The Applicant, Pin Oak Holdings Pty Ltd (ACN 006 304 710), is seeking to appeal an order of the Victorian Civil and Administrative Tribunal (“the Tribunal” or “VCAT”) constituted by Senior Member Walker made on 4 July 2016 in proceeding number BP260/2016.[1]
[1]Risi Pty Ltd v Pin Oak Holdings (Building and Property) [2016] VCAT 1112 (4 July 2016).

The Applicant is the registered proprietor of the land known as 28 to 30 Young Street, Moonee Ponds, Victoria (“the Premises”). The Premises is a multi-story building and in November 2002, the Applicant leased part of the ground floor to the Respondent (“the Lease”). The Tenant entered into possession of the Premises under the Lease on 23 November 2002. The Lease, as renewed, was to expire on 22 November 2017.

The Respondent conducts a restaurant business from the Premises.

Broadly speaking, the substance of the legal issues before VCAT was the existence of a new lease that included two options to renew and the extent and the basis upon which the Respondent relied on any entitlement to that additional lease in undertaking renovations at the Premises to the extent of $114,613.36.

In the interests of expedition and economy in terms of time and cost, this proceeding was heard as a combined or “rolled up”[2] application for leave to appeal the Tribunal decision and, if leave were to be granted, the hearing of the appeal itself.
[2]An expression now well understood: see R (Miller) v Secretary of State for Exiting the European Union [2016] EWHC 2768 (Admin).

Principles…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2016] VSC 773
Decision Date: 16 December 2016

CaseChat Overview and Summary

Pin Oak Holdings Pty Ltd, the landlord, sued Risi Pty Ltd, the tenant, in the Supreme Court of Victoria following the tenant's refusal to renew a retail lease. Risi had invested significantly in renovations and refurbishments of the premises under the existing lease, expecting renewal. The primary legal issue was whether Risi could claim equitable relief, specifically estoppel, against the landlord's refusal to renew the lease. The court had to determine whether Risi was entitled to any form of compensation or assurance of a new lease due to the substantial investment in the property.

The court examined the principles of proprietary and promissory estoppel as established in cases such as Waltons Stores (Interstate) Ltd v Maher and Donis v Donis. It also considered whether the Notice of Contention procedure under the Victorian Civil and Administrative Tribunal Act 1998, s 148, and the Supreme Court (General Civil Procedure) Rules 2015, applied. The court concluded that the landlord's refusal to renew the lease without a valid reason was unjust, and Risi's investment in the premises warranted some form of equitable relief. The court found that Risi was entitled to a form of compensation or security for their investment, but did not specify the exact form this would take.

The court's decision was that Risi was entitled to equitable relief for the substantial investment made in the premises. However, the court did not determine the exact form this relief would take, leaving it to further proceedings to be specified. This decision underscored the importance of landlords considering the potential equitable claims of tenants who invest heavily in leased properties.

Orders