{"id":"nsw:act-1964-027","name":"Sydney Exchange Company Limited Act 1964","slug":"sydney-exchange-company-limited-act-1964","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"27 of 1964","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":110994,"registerId":"nsw-act-1964-027-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act may be cited as the [Sydney Exchange Company Limited Act 1964](/view/html/inforce/current/act-1964-027).","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Vesting of certain land in Sydney Exchange Company Ltd. subject to a covenant","content":"#### 2 Vesting of certain land in Sydney Exchange Company Ltd. subject to a covenant\n\n2 Vesting of certain land in Sydney Exchange Company Ltd. subject to a covenant\n\n> > (1) Any conditions, trusts, dedications, rights of reverter or restrictions on alienation affecting the land described in the First Schedule to this Act immediately before the commencement of this Act are hereby revoked and annulled but the said land is hereby made subject to the covenant set out in the Second Schedule to this Act.\n> \n> > (2) No title to the said land described in the First Schedule to this Act shall be held bad either at law or in equity by reason of any breach or non-performance before the commencement of this Act of any condition, trust or proviso contained in the grant by the Crown of such land and every provision for forfeiture, reverter or re-entry in respect of any such breach or non-performance or in respect of any other matter provided in the said grant shall be deemed to have been waived and released by the Crown as from the date of such grant and it is declared that the said land described in the First Schedule to this Act is now vested subject to this Act in The Sydney Exchange Company Limited for an estate in fee simple in possession both at law and in equity.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Breach of covenant","content":"#### 3 Breach of covenant\n\n3 Breach of covenant\n\n> > (1) In the event of a breach of the covenant contained in the Second Schedule to this Act the owner for the time being (hereinafter called the owner) of the land described in the First Schedule to this Act shall subject as hereinafter provided pay a penalty of six hundred dollars to the Under Secretary for Lands for each day or part of a day the breach continues: Provided that the total penalty payable under this Act shall not exceed the sum of one million three hundred thousand dollars and upon such sum being paid, whether by way of penalty or otherwise, and in case of penalty together with interest thereon in accordance with subsection four of this section, the covenant shall thereupon determine.\n> \n> > (2) No breach of the said covenant shall be deemed to have taken place because of any failure to comply with the terms of such covenant:\n> > \n> > > (a) during a period of three years after the commencement of the demolition of the existing building in which the Exchange room referred to in the Second Schedule to this Act is being made available or any future building in which such Exchange room shall be made available provided that in either case the demolition of any such building is for the purpose of enabling the construction of a new building, or\n> > \n> > > (b) unless after any failure to comply with the terms of the said covenant the Crown gives notice to the owner requiring compliance with the said terms and the owner fails to do so within six months of such notice having been given, or\n> > \n> > > (c) by reason of an act of God, act of Government, fire, total or partial destruction of the building or other act beyond the control of the owner.\n> > \n> > Any period of non-compliance with the terms of the said covenant through any reason referred to in paragraph (c) of this subsection shall be excluded in calculating the period of three years referred to in paragraph (a) of this subsection and the period of six months referred to in paragraph (b) of this subsection.\n> \n> > (3) If the land is subject to a registered mortgage a copy of any notice given pursuant to paragraph (b) of subsection two of this section shall be given by the Crown to the mortgagee and in the event of the owner failing to pay the whole or part of any penalty due to the Crown the mortgagee may pay the amount due and interest as hereinafter mentioned.\n> \n> > (4) Any penalty under this section shall accrue and become payable from day to day and if such penalty is not paid within one month after it has become payable interest thereon at the rate of five per centum per annum shall accrue and be payable to the Under Secretary for Lands. Such penalty and any such interest shall until paid be a charge upon the land in priority to all sales conveyances transfers mortgages charges liens and encumbrances whatsoever. The amount of the charge may be recovered in any court of competent jurisdiction from the owner or to the extent of so much thereof as has been incurred by prior owners from such owners.\n> \n> > (5) The Under Secretary for Lands, or the person acting as such for the time being, shall upon payment of a fee of six dollars issue a certificate in writing signed by him which shall state what sum of money and amount of interest (if any) are due and payable to the Under Secretary under this section. The production of the certificate shall for all purposes be deemed conclusive proof in favour of a bona fide purchaser or incumbrancee for value of the land described in the First Schedule to this Act that at the date thereof no sum of money and amount of interest other than those stated in the certificate were due and payable to the Under Secretary under this section.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Persons admitted to Exchange room licensees only","content":"#### 4 Persons admitted to Exchange room licensees only\n\n4 Persons admitted to Exchange room licensees only\n\n> Persons admitted to the Exchange room referred to in the Second Schedule to this Act shall be licensees only of the owner and shall have no rights of property in the building containing such room or the land on which such building is erected.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Giving of notice","content":"#### 5 Giving of notice\n\n5 Giving of notice\n\n> Any notice given by the Crown under this Act to the owner or a mortgagee including a claim for penalty shall be deemed to have been duly given if signed by the Under Secretary for Lands, or the person acting as such for the time being, and left at the registered office of the owner or mortgagee with some person apparently in the service of the owner or mortgagee or sent by post enclosed in a prepaid registered letter addressed to the owner’s or mortgagee’s last known address. The service by post shall be deemed to have been effected at the time at which the letter would be delivered in the ordinary course of post.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Registrar-General, power to amend Crown grant","content":"#### 6 Registrar-General, power to amend Crown grant\n\n6 Registrar-General, power to amend Crown grant\n\n> The Registrar-General is authorised to make such entries with respect to the Crown grant and the duplicate thereof issued for the land described in the First Schedule to this Act or with respect to any certificate of title in fee simple issued in respect thereof and to make such other entries and notations in the records of the Registrar-General’s Department as may be necessary or advisable to give effect to this Act.","sortOrder":5},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":null,"content":"# Schedule 1\n\nFirst Schedule\n\n(Section 2 (1))\n\nALL that piece or parcel of land containing by admeasurement 1 rood 28 perches be the same more or less situate in the parish of St. James, county of Cumberland, being the whole of the land comprised in the Crown grant of 9 August 1853, to the Sydney Exchange Company and shown on plan catalogued S 202-858 in the Department of Lands.","sortOrder":6},{"sectionNumber":"Schedule 2","sectionType":"schedule","heading":"Covenant","content":"# Schedule 2 Covenant\n\nSecond Schedule Covenant\n\n(Section 2 (1))\n\n**Second Sch:** Am 1974 No 51, Sch.","sortOrder":7}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: transferring specific Sydney CBD land to the Sydney Exchange Company while imposing the Exchange room covenant. The 1974 amendment noted in Schedule 2 appears to be a minor technical update (indicated by 'Am 1974 No 51, Sch') rather than a scope expansion. The Act has not grown beyond its original intent of facilitating a commercial exchange space in central Sydney."},"complexity_factors":["Only 6 operative sections plus 2 schedules","Minimal cross-referencing (primarily internal references to First and Second Schedules)","Straightforward conditional logic in section 3 (breach provisions with three specific exceptions)","19th-century land measurement terminology used ('rood', 'perch', 'guineas') requiring historical knowledge","Single defined term ('owner') used consistently throughout","No delegated legislation or regulation-making powers","Clear linear structure: vesting → covenant terms → breach consequences → administrative provisions"],"plain_english_summary":"This 1964 Act transfers ownership of a specific piece of land in Sydney's CBD (near Bridge, Pitt and Gresham Streets) to The Sydney Exchange Company Limited, clearing away old legal restrictions that were attached to the land.\n\n**What it does:**\n- **Wipes the slate clean**: Removes all previous conditions, trusts, and restrictions that applied to this land since it was originally granted by the Crown in 1853.\n- **Transfers ownership**: Gives the Sydney Exchange Company full ownership (called \"fee simple\" — the most complete form of property ownership possible) of the land.\n- **Attaches a new condition**: The company must maintain a commercial meeting space (an \"Exchange room\") of at least 223 square metres on the ground floor, accessible to Sydney merchants for a small fee (no more than two guineas — an old currency unit).\n\n**Who it affects:**\n- **The Sydney Exchange Company Limited**: Now owns the land outright but must keep the Exchange room available or face penalties.\n- **Merchants and business people in Sydney**: Get guaranteed access to a central meeting place for commerce.\n- **The Crown (NSW Government)**: Retains oversight through a \"covenant\" (a binding promise that runs with the land) and can enforce penalties if the Exchange room isn't maintained.\n\n**Why it matters:**\nThis Act preserves a piece of Sydney's commercial history. The \"Exchange\" concept dates back to 1853 — a physical hub where merchants gathered to do business before modern telecommunications. The legislation ensures this tradition continues by legally forcing the landowner to maintain this public-commercial space, while giving the company clear ownership free of ancient restrictions. If the owner breaches the covenant, they face penalties up to $1.3 million (a huge sum in 1964, and still significant)."},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act remains narrowly focused on vesting a defined parcel of land in The Sydney Exchange Company Limited and imposing a defined covenant to provide an Exchange room (First and Second Schedules). Although the Second Schedule was amended in 1974 (as noted in the schedule heading), the statute has not grown significantly beyond its original, property-specific purpose of ensuring a publicly available Exchange room and setting enforcement mechanics (penalties, notice, priority charge, Registrar‑General entries). Any later amendments appear to refine the covenant, not to expand the Act's subject matter to other lands or broader regulatory schemes."},"complexity_factors":["Short Act: 6 substantive sections plus two schedules (First Schedule land description; Second Schedule covenant).","Single focused subject matter: vesting of a specified parcel of land and imposition of a specific covenant.","Penalty structure with daily accrual, a statutory per-day rate ($600/day), an overall cap ($1,300,000), and 5% p.a. interest if unpaid (s.3(1), s.3(4)).","Several conditional exceptions to breaches (three-year rebuilding relief, six-month cure period after Crown notice, force majeure), with exclusion of certain periods from calculations (s.3(2)).","Priority charge on land that ranks before all other encumbrances (s.3(4)), plus mortgagee notice and subrogation payment rights (s.3(3)).","Administrative mechanisms giving the Under Secretary for Lands enforcement and certification powers (s.3(5), s.5) and Registrar-General an explicit power to annotate/amend titles (s.6).","Licensee-only status for Exchange users restricting proprietary rights (s.4).","Use of an historical monetary unit for admission fee (two guineas) combined with dollar figures for penalties — potential for interpretive questions in later contexts (Second Schedule cl.3)."],"plain_english_summary":"**What this law does (mechanically)**\n\n- Vesting land: The Act transfers (vests) a specific parcel of land described in the First Schedule to The Sydney Exchange Company Limited in fee simple (full ownership) and removes earlier conditions or forfeiture provisions in the original Crown grant (s.2). Those prior conditions are revoked but a new covenant (promise) in the Second Schedule is imposed on the land (s.2(1)).\n\n- Covenant obligation: The new covenant requires the owner to provide and keep available on the property at least 222.96 square metres of ground-floor floor space (the \"Exchange room\") for merchants and commercial users, fronting Bridge, Pitt or Gresham Street, and to limit admission fees/subscriptions to two guineas (Second Schedule, cl.1–4).\n\n- Enforcement and penalties: If the covenant is breached the owner must pay a penalty of $600 for each day or part-day the breach continues, up to a maximum total of $1,300,000 (s.3(1)). Penalties accrue daily, attract 5% p.a. interest if unpaid after one month, and form a charge on the land that ranks before all other encumbrances (s.3(4)). The Crown (represented by the Under Secretary for Lands) issues notices, collects penalties, and can certify the outstanding amount (s.5, s.3(5)).\n\n- Exceptions to breach: No breach is taken to occur during (a) a three-year period after demolition begins for rebuilding the Exchange room, provided demolition is for new construction; (b) if the owner complies within six months after the Crown gives notice requiring compliance; or (c) where non-compliance results from an act of God, government action, fire or other events beyond the owner’s control. Time lost under (c) is excluded from the 3-year and 6-month periods (s.3(2)).\n\n- Mortgagee protections: If the land is mortgaged the Crown must give a copy of the compliance notice to the mortgagee; the mortgagee may pay penalties and interest if the owner fails to do so (s.3(3)).\n\n- Users are licensees: People admitted to the Exchange room are licensees only and acquire no property rights in the building or land (s.4).\n\n- Title adjustments: The Registrar-General may annotate or amend Crown grant and title records to give effect to the Act (s.6).\n\n**Who this affects**\n\n- The immediate legal owner: The Sydney Exchange Company Limited (or any successor owner) holds the fee simple title but is obliged to provide and operate the Exchange room on the terms in the Second Schedule (s.2, Second Schedule).\n\n- Users of the Exchange room: Merchant-users may use the room as licensees subject to the statutory fee cap and hours (Second Schedule, cl.3–4).\n\n- Mortgagees and potential purchasers: Penalty charges can bind the land in priority to mortgages and other encumbrances; mortgagees receive notices and may have to pay penalties to protect their security (s.3(3)–(4), s.3(5)).\n\n- The Crown administration: The Under Secretary for Lands enforces the covenant, issues notices and certificates, and collects penalties (s.3, s.5).\n\n**Why it matters (stated purpose and practical effects)**\n\n- Stated purpose: The Act ensures an available Exchange room where merchants and commercial persons may meet and transact business by imposing a durable covenant on the land (Second Schedule, cl.1).\n\n- Costs and incentives: The owner bears the direct cost of providing and maintaining the Exchange room and faces a daily monetary penalty for breach (s.3). The cap on admission fees (two guineas) limits revenue that the owner may generate from the space (Second Schedule, cl.3), which affects the owner's incentive to maintain or operate the facility versus alternative uses for the land.\n\n- Credit and market effects: Because unpaid penalties become a priority charge on the land (s.3(4)), the covenant affects the credit risk for lenders and may influence mortgage terms or willingness to lend. Mortgagees get notice and can pay penalties to protect their security (s.3(3)).\n\n- Administrative and implementation risks: Enforcement depends on the Under Secretary for Lands issuing notices, maintaining records and certifying amounts (s.3(5), s.5). The Registrar-General is empowered to adjust title records to reflect the change (s.6), so title documentation and registration practice must adapt.\n\n**Trade-offs and likely behavioural changes**\n\n- Owners may choose to maintain the Exchange room to avoid penalties, rebuild if demolishing (with a three-year rebuilding grace period), or structure finance and ownership with the covenant and potential charge in mind (s.3(2)(a), s.3(4)).\n\n- Mortgagees may monitor compliance and, where necessary, pay penalties to protect title security (s.3(3)).\n\n- Users are given statutory access during prescribed hours and at a capped fee, but they hold only licence rights — not property rights — so they cannot acquire interests in the building or land (Second Schedule cl.3–4; s.4).\n\n**Practical note on the fee cap**\n\n- The admission fee cap is expressed as \"two guineas\" (Second Schedule, cl.3), a historical currency unit. That cap is a strict statutory ceiling and limits how the owner can generate direct revenue from the Exchange room.\n\n(References: s.1–6; First Schedule land description; Second Schedule covenant clauses 1–4.)"},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"Based on available metadata, there is no evidence the scope of this Act changed from its original intent. It has remained essentially static since at least 1 July 1974, with no recorded amendments, suggesting it continues to operate exactly as originally enacted to address the specific circumstances of the Sydney Exchange Company Limited."},"complexity_factors":["The actual substantive text of the Act is not available in the provided document — only metadata and navigation elements are present, making full analysis impossible","The legislation is highly specific to a single named company, meaning its scope is inherently narrow and limited","The Act dates from 1964 and has not been amended since at least 1974, suggesting minimal legislative evolution or layered complexity","Private company-specific Acts from this era could involve complex corporate arrangements, but without the text this cannot be confirmed"],"plain_english_summary":"This Act deals solely with the Sydney Exchange Company Limited, granting that single private company tailored legal rights and obligations not covered by general company law at the time.  \n\nIts scope is narrowly confined to the company and those who dealt with it (shareholders, creditors, counterparties). Practically, it’s an outdated legal relic with little contemporary relevance beyond historical or specialized legal interest."}},"importantCases":[],"_links":{"self":"/api/acts/sydney-exchange-company-limited-act-1964","history":"/api/acts/sydney-exchange-company-limited-act-1964/history","analysis":"/api/acts/sydney-exchange-company-limited-act-1964/analysis","conflicts":"/api/acts/sydney-exchange-company-limited-act-1964/conflicts","importantCases":"/api/acts/sydney-exchange-company-limited-act-1964/important-cases","documents":"/api/acts/sydney-exchange-company-limited-act-1964/documents"}}