1. As indicated above, the respondent has, historically, occupied the Premises pursuant to a lease with another entity; namely, Finewave Pty Ltd, who is the registered proprietor of the Premises and holds the reversionary interest of the Premises ('the Lease'). Finewave Pty Ltd ('the Landlord') is not a party to this proceeding and it is unclear whether it has notice of this proceeding.
2. Upon executing the SBA, the respondent permitted the applicant to occupy the Premises. It appears from the affidavit material filed in this proceeding that this was on the understanding that the Lease would be transferred or assigned to the applicant or alternatively, a fresh lease entered into between the applicant and the Landlord, given that the Lease was to expire on 30 June 2025.
3. The Lease was not transferred or assigned to the applicant. However, the applicant contends that the Landlord was aware that the applicant was occupying the Premises and had for several months received rent from the applicant. It contends that this raises a serious question for trial as to whether the applicant has a leasehold interest in the Premises.
4. There is no direct evidence from or on behalf of the Landlord to confirm that it was aware of the applicant occupying the Premises. The only evidence are statements made by Reeanjou Ram, the director of the applicant. For example, in the affidavit of Reeanjou Ram dated 21 May 2025, Reeanjou Ram states:
   1. The landlord is fully informed that Austrack X are occupying the leased premises up until 30 June 2025. Austrack X has been paying the rent, and the rent is being received by the managing Agent from Austrack X. The emails with the managing agent, conversations with the managing agent and Robyn Sellers [of the respondent] and the managing agent receipting payments from Austrack X all demonstrate that the landlord is aware of Austrack X being the tenant in possession.
5. There is no affidavit from any representative of the Landlord to confirm the above statement.
6. In my view, performance of the SBA is critical to the applicant being given a leasehold interest in the Premises. Specifically, the obligation to transfer or assign the Lease is an essential term of the SBA. If the SBA has been terminated, then there is no obligation to transfer or assign the Lease. That appears to be the position adopted by the respondent.
7. Therefore, absent any evidence of some form of collateral agreement between the applicant and the Landlord, I do not accept that the applicant holds a leasehold interest in the Premises. The mere fact that it occupied the Premises pending a transfer or assignment of lease from the respondent to the applicant does not, of itself, establish a leasehold interest or even an agreement to lease as between the applicant and the Landlord. Similarly, I am not persuaded that the payments of rent by the applicant to the Landlord establish a leasehold interest. In that regard, I note that the rental invoice for May 2025, which is dated 30 April 2025 and levied by the Landlord's managing agent, is addressed to the respondent.[3] It appears, therefore, that the payments of rent by the applicant were made on behalf of the respondent, rather than evidencing a contractual relationship between the applicant and the Landlord.
8. My prima facie findings are reinforced by a statement made by Reeanjou Ram in their first affidavit dated 16 May 2025 where Reeanjou Ram states:
   1. While the sale of business agreement provided for a transfer of lease and a transfer was to take place, the landlord was unwilling to formalise the transfer where the lease comes to an end on 30 June 2025. Consequently, neither Ausglass or Austruck X pressed that issue.
9. During the hearing of this interlocutory application on 21 May 2025, I raised the question whether the Tribunal had jurisdiction to make the form of order sought if there was insufficient evidence to establish that the applicant held a leasehold interest in the Premises. In other words, whether the Tribunal had the power to order that the applicant's occupation of the Premises be restored, absent a finding that it held a proprietary interest in the Premises. Mr Manolopoulos, the solicitor representing the respondent, submitted that it was incumbent upon the applicant to establish that as a prerequisite because there was no evidence establishing any leasehold interest held by the applicant.
10. Mr Harbert, the solicitor for the applicant, submitted that the Tribunal was given jurisdiction under the s 56 Property Law Act 1958 (Vic) ('the PLA'), which states, in part:

Persons not named as parties may make a take interest in land etc.

(1) A person may take an immediate or other interest in land or other property, or the benefit of any condition, right of entry, covenant or agreement over or respecting land or other property, although he is not named as a party to the conveyance or other instrument.

1. In my view, s 56 of the PLA is not an enabling provision. It is not a provision which bestowed jurisdiction on the Tribunal; like, for example, s 89 of the Retail Leases Act 2003 (Vic). In my view, s 56 of the PLA is a general provision dealing with interests in land, like other provisions within that Act that define, widen or restrict a party's proprietary rights. However, before a party may seek relief under that provision, it must first establish that the Tribunal has jurisdiction to deal with the wider dispute.
2. Consequently, Mr Harbert sought leave to file further submissions to address the question of jurisdiction. I granted that leave. Consequently, the applicant filed further submissions following the hearing on 21 May 2025. Despite an order giving the respondent an opportunity to reply, no further submissions were filed by the respondent.
3. Having regard to Mr Harbert's further submissions, I accept that the Tribunal has jurisdiction to deal with this dispute in a general sense. Specifically, I accept that the Tribunal's jurisdiction arises under s 184 of the Australian Consumer Law and Fair Trading Act 2012 (Vic), which allows the Tribunal to hear and determine consumer and trader disputes, which, prima facie, encompasses the current dispute concerning the SBA.
4. However, and notwithstanding my prima facie finding that the Tribunal has jurisdiction to hear and determine the current dispute between the parties, I am not persuaded that the SBA gave the applicant an immediate proprietary interest in the Premises. Its interest was always conditional upon two critical elements being present; namely:

(a) performance of the SBA; and by extension,

(b) a transfer of the Lease from the respondent to the applicant.

1. Although the question as to whether the SBA remains on foot may be a question for trial and is certainly far too complex to determine within the context of this interlocutory application, the second element referred to above seems clear. Specifically, there was never a transfer of the Lease from the respondent to the applicant, nor is there sufficient evidence to establish that the Landlord granted a proprietary interest over the Premises to the applicant.
2. My finding is further reinforced by the evidence of Michelle Sellars, the director of the respondent. In their affidavit dated 21 May 2025, Michelle Sellars states:
   1. Special Condition 1 of the SBA oblige the Applicant to obtain landlord consent and procure a lease transfer of the premises. In an email which was forwarded to me by the Applicant, this obligation was expressly advised to the Applicant by the solicitor in an email dated 13 December 2024, which includes the statement "You also need to be mindful that if it is not approved, then you have no right of possession, which would be a problem if that was found out post settlement." (Referred to on page 2 in Exhibit RS-1)
   2. In response to paragraph 17 and contrary to their own solicitors advice, the Applicant failed and then refused to progress the transfer of the lease. I refer to the email of the Applicant directed to the landlord dated 15 January 2025 (referred to on page 1 in Exhibit RS-2).
3. When weighing all factors, I acknowledge that there is a serious dispute between the parties concerning the SBA. However, I am not satisfied that there is a serious question for trial as to whether the applicant has a proprietary interest in the Premises sufficient for it to be entitled to possession.

1. Even if there was a serious question for trial as to whether the SBA gave the applicant an entitlement to occupy the Premises, I am not satisfied that the balance of convenience favours the granting of an interlocutory injunction to restore the applicant's occupation of the Premises.
2. Both parties have produced affidavit material and made comprehensive submissions as to their respective prejudice, either if the interlocutory injunction was granted or if it was not granted. In my view, that material, coupled with the submissions made by the parties, indicate that the parties' prejudice is evenly balanced. In other words, the prejudice suffered by the applicant in not granting the interlocutory injunction is evenly matched with the prejudice that would be suffered by the respondent if the injunction was granted.
3. Importantly, however, it is common ground that the Lease expires on 30 June 2025. There is no evidence before me that the Landlord is compelled to renew that Lease or to grant a fresh lease to whoever is occupying the Premises. That fact is, in my opinion, fatal to the application.
4. Finally, I note that there are other options open to the applicant, albeit that they may not be the preferred options. However, exercising those options will mitigate the prejudice likely to be suffered by the applicant by reason of it not being able to have its occupation of the Premises restored. In that regard, I note the comments made by Reeanjou Ram in their first affidavit dated 16 May 2025, where Reeanjou Ram states:
   1. Austruck X has since leased new premises at 2-4 Monterey Road, Dandenong South, Victoria but Austruck X will not be in a position to operate from that facility until later this month when it is fitted out.

1. Having regard to my findings and observations set out above, the application for an interlocutory injunction is refused.
2. Whether the parties wish to continue to prosecute and defend the dispute concerning the SBA within the auspices of this Tribunal is a matter for the parties. However, given the complexity, likely duration of hearing time and the quantum in dispute, it may be more appropriate for that to be heard either in the County Court or the Supreme Court of Victoria. In that regard, I refer the parties to the judgment of Woodward J, President of the Tribunal in Plunkett v Portier Pacific Pty Ltd.[4] That case gives some guidance as to whether a proceeding should be transferred to the County Court or Supreme Court of Victoria.[5]
3. However, I will leave it for the parties to decide how they wish to progress the residual issues in dispute and I will list the matter for an administrative mention in the first week of July 2025, by which date the parties must advise the Tribunal as to how they wish to proceed.

[1] Australian Broadcasting Corporation v O'Neill [2006] HCA 46; (2006) 227 CLR 57; Bradto Pty Ltd v State of Victoria [2006] VSCA 89; (2006) 15 VR 65.

[2] Sudjalim Pty Ltd v Homle Pty Ltd [2020] VSC 838, [10].

[3] Exhibit RS-3 to the affidavit of Michelle Fay Sellars dated 21 May 2025.

[4] (Civil Claims) [2024] VCAT 205.