The lease is the deal. We read it from your side of it.
Greenline Legal acts on commercial and retail leases in New South Wales, for landlords and for tenants. Which regime applies is not something the parties choose — and it changes what must be disclosed, how long the term must be, and what can be recovered.
We act on commercial and retail premises in New South Wales — offices, warehouses, industrial units and shops — for landlords and for tenants. We do not act for both parties to the same lease, so the firm drafting your lease is not also acting for the other side.
We act for both sides — never on the same lease
Acting for landlords and for tenants means we have seen the same clause argued from both directions, which is the whole value of it. It also means one thing has to be said plainly: we cannot act for both parties to the same lease.
If we already act for the other party, we will tell you that is why we are declining and help you find someone else. Tell us the name of the other party early — before you send us the detail — so we can check before anyone is in an awkward position.
Where we act
Commercial or retail is not something the parties choose
Whether a lease is a retail shop lease is determined by the Retail Leases Act 1994 (NSW) — principally by the list of businesses in Schedule 1 to that Act, and by whether the premises sit in a retail shopping centre. What the document is titled does not settle it. Where the Act applies, a separate regime comes with it: a lessor's disclosure statement, rules about which outgoings can be recovered, a security bond lodged with the Registrar, and a mediation-first pathway to the NSW Civil and Administrative Tribunal.
A commercial lease sits outside those protections, so the drafting carries more of the weight: the document does work the statute would otherwise have done. Which side of the line premises fall on is worth settling before terms are agreed — and if they fall on the retail side, we will say so early.
The lease is not the only thing that governs the lease. The unfair contract term provisions of the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) reach standard form small business contracts, and on their terms that includes the grant of an interest in land. Since November 2023 an unfair term can also attract a civil penalty. A clause is not safe merely because a tenant signed it.
Rent reviews and outgoings
Across a ten-year term, the review mechanism does more to your return than the starting rent does. Fixed increases, CPI and market review behave differently in a flat market, and the mechanics matter as much as the method: who appoints the valuer if the parties disagree, and what happens if a review is missed.
Outgoings are worth identifying item by item — rates, land tax, strata levies, insurance — not by a general phrase. Land tax shows why the retail question matters: in a commercial lease it can be recovered from the tenant if the lease provides for it, on a basis the clause should state. Under the Retail Leases Act 1994 (NSW), a retail shop lease is void to the extent it requires the tenant to pay land tax.
Assignment, subletting and make good
Where a lease requires your consent to an assignment, section 133B of the Conveyancing Act 1919 (NSW) deems that covenant subject to a proviso that consent is not to be unreasonably withheld, unless the lease expressly provides otherwise — worth checking before you answer a request. What then matters is the incoming tenant's finances, whether the outgoing tenant and its guarantors are released, whether the bank guarantee is replaced, and whether consent is documented as a deed.
Make good is an end-of-term problem created at the drafting stage. Whether the tenant returns the premises as they were at commencement, fair wear and tear excepted, or strips a fit-out back to base building, is settled by a clause written years earlier — as is whether a payment in lieu is available. A dated condition report at handover is what makes it usable.
When a tenant defaults
For breaches other than non-payment of rent, section 129 of the Conveyancing Act 1919 (NSW) generally requires the landlord to serve a notice specifying the breach, requiring it to be remedied where it can be, requiring compensation in money, and allowing a reasonable time to comply, before a right of re-entry becomes enforceable.
Re-entry is not risk-free. A tenant may apply for relief against forfeiture, and terminating without a right to do so can itself be a repudiation by the landlord. Damages for the rent that would have been payable over the balance of the term are generally available only where the tenant repudiated the lease or breached an essential term — a reason for the lease to say which obligations are essential.
Related matters
What it costs
We quote per matter rather than from a rate card, because what is involved genuinely differs. You get the figure in writing before work starts, with disbursements — registration fees, searches, any valuer's costs — and GST shown separately from our fees.
What landlords ask us about leases.
Can you act for us if you already act for the other side?
No. We act for landlords and for tenants, but not for both parties to the same lease. If we already act for the other party we will tell you that is why we are declining, and help you find someone else. It is worth telling us who the other party is at first contact, before you send us any detail about the deal.
How do we know whether our lease is retail or commercial?
The Retail Leases Act 1994 (NSW) decides it, not the parties. The Act works off the list of businesses in Schedule 1 and off whether the premises are in a retail shopping centre, so the label on the document does not settle it. If a lease is caught, disclosure, outgoings and dispute-resolution rules follow. We act on commercial leases only, and we will tell you early if premises look retail.
Can we pass land tax on to the tenant?
In a commercial lease, land tax can be recovered from the tenant where the lease provides for it, and the clause should state the basis on which it is calculated. That is different from a retail shop lease, which under the Retail Leases Act 1994 (NSW) is void to the extent it requires the tenant to pay land tax. It is one reason the retail question is worth answering first.
Our tenant wants to assign the lease to the buyer of their business. Can we refuse?
Where the lease requires your consent, section 133B of the Conveyancing Act 1919 (NSW) deems the covenant subject to a proviso that consent is not to be unreasonably withheld, unless the lease expressly provides otherwise. So the answer turns on what your lease says, on your reasons, and on what the lease lets you require — financial information, replacement guarantors, a new or topped-up bank guarantee — and on whether the outgoing tenant is released.
The tenant has stopped paying. Can we change the locks?
Not on the strength of the arrears alone. Re-entry depends on the forfeiture clause in the lease and on the breach relied on, and for breaches other than non-payment of rent, section 129 of the Conveyancing Act 1919 (NSW) generally requires notice and a reasonable time to remedy first. A tenant can apply for relief against forfeiture, and purporting to terminate without the right to do so can itself be a repudiation.
When should make good be dealt with?
At drafting, years before it becomes an issue. The clause decides whether the tenant returns the premises as they were at commencement with fair wear and tear excepted, or strips the fit-out back to base building. It should also deal with whether a payment in lieu is available and whether the obligation survives expiry. A dated condition report with photographs at handover is what makes it workable in practice.
Tell us what's happened.
Send us the draft lease, or the one already signed, with the premises and the term — and tell us whether the tenant is in occupation yet.
Information on this site is general in nature and is not legal advice, and may have been overtaken by a change in the law. Contacting us does not create a solicitor–client relationship.