Re Woolworths (Qld) Pty Ltd

In this matter, Permanent Trustee Australia Limited sought a declaration that notices given by Woolworths (Qld) Pty Ltd were not in accordance with a clause in a lease agreement. The dispute concerned the interpretation of a lease clause that gave Woolworths the right to purchase the leased premises if Permanent Trustee Australia Limited decided to sell. The Supreme Court of Queensland was tasked with determining the correct interpretation of the clause and whether the notices given by Woolworths complied with it.

The primary legal issue was the interpretation of Clause 3 of the lease, which provided Woolworths with a right of first refusal to purchase the leased premises if the landlord wished to sell. The dispute centred on whether this clause allowed the landlord to include the sale of additional land not covered by the lease in the notice and contract of sale offered to Woolworths. The court had to decide whether the clause was ambiguous and if it permitted the landlord to sell additional land not part of the leased premises.

The Court found that Clause 3 was not ambiguous and did not permit the landlord to include the sale of additional land not part of the leased premises in the notice and contract of sale. The Court held that the clause was specific to the sale of the subject premises and did not extend to other land. The notices given by Woolworths on 19 October and 21 October 1998 were therefore not in accordance with Clause 3(a)(i) of the lease. The Court also ruled that the clause was enforceable as it would be unconscionable for the landlord to repudiate it.

The Court declared that the notices given by Woolworths on 19 October and 21 October 1998 were not notices pursuant to Clause 3(a)(i) of the lease and that the landlord could not include the purchase of additional land not part of the demised premises in the notice or contract of sale.