Thompsett & Keen

In *Thompsett & Keen*, the Supreme Court of Tasmania considered a dispute concerning the interpretation of a clause within a commercial lease agreement. The applicant, Thompsett, sought to enforce a right of first refusal, while the respondent, Keen, argued that the clause did not apply to the proposed sale of the leased premises.

The central legal issue before Gill J was whether the landlord's proposed sale of the property, which included the leased premises as part of a larger parcel of land, triggered the tenant's right of first refusal as stipulated in the lease. Specifically, the court had to determine the scope and application of the right of first refusal in the context of a sale of the reversionary interest that encompassed more than just the demised premises.

Gill J reasoned that the plain language of the right of first refusal clause required the landlord to offer the "reversionary interest in the Premises" to the tenant before selling it to a third party. The court found that the proposed sale of the entire land parcel, of which the leased premises formed only a part, did not constitute a sale of the "reversionary interest in the Premises" as contemplated by the lease. The judge applied principles of contractual interpretation, emphasizing the importance of giving effect to the ordinary meaning of the words used by the parties in the agreement.

The court therefore held that the landlord was not obliged to offer the property to the tenant under the right of first refusal. Consequently, the application to enforce the right of first refusal was dismissed.