Grand View Trading Pty Ltd v SJV Properties Pty Ltd (Building and Property) [2025] VCAT 545

1. Having regard to the terms of the lease dated 24 February 2024 between the parties, I find and declare that the leased premises located at Unit 1, 18-20 Eileen Road, Clayton South, 3169 are not retail premises, within the meaning of that term as defined under s 4 of the Retail Leases Act 2003 (Vic).
2. Cost reserved, with liberty to apply within 14 days of receipt of these orders.

Mr H Chang, director, with Mr J Chang with interpreter, Ms F Lee

1. Grand View Trading Pty Ltd ('the Tenant') is a company that sells stonemasonry machinery and associated products. More recently, it is expanded its business to also sell portable housing. It occupies premises situated at Unit 1, 18-20 Eileen Road, Clayton South in the State of Victoria ('the Premises'). The Premises are owned by the respondent ('the Landlord') and leased to the Tenant pursuant to a written lease executed on or about 24 February 2024 ('the Lease').
2. The parties are in dispute as to whether the Premises are retail premises, within the meaning of that term as defined under s 4 of the Retail Leases Act 2003 ('the RLA'). Specifically, the Landlord contends that the Premises do not fall within the definition of retail premises, as defined under s 4 the RLA and consequently, the Lease is not governed by the provisions of that Act. Therefore, the Landlord contends that it is entitled to charge land tax and other outgoings which would otherwise be prohibited under the RLA.
3. In contrast, the Tenant contends that the premises are retail premises, within the meaning of that term as defined under the RLA and that the Lease is governed by the provisions of that Act. It has filed this application, effectively seeking a declaration to that effect.
4. The proceeding was listed for hearing on 17 April 2025. Mr Hong Chi Chang, the director of the Tenant; and Mr Jack Chang appeared and spoke on behalf of the Tenant. Mr Hong Chi Chang was assisted by an interpreter.
5. Mr Egan, solicitor, appeared and spoke on behalf of the Landlord. Several affidavits have been filed by both parties in support of their respective positions. I have had regard to the affidavit material and the exhibits to those affidavits, together with the oral submissions made by the parties at the hearing on 17 April 2025.

1. Section 4 of the RLA defines retail premises as:

(1) In this Act, retail premises means premises, not including any area intended for use as a residence, that under the terms of the lease relating to the premises are used, or are to be used, wholly or predominantly for -

(a) the sale or hire of goods by retail or the retail provision of services; or

(b) the carrying on of the specified business or a specified kind of business that the Minister determines under section 5 is a business to which this paragraph applies.

1. In IMCC Group (Australia) Pty Ltd v CB Cold Storage Pty Ltd,[1] the Victorian Court of Appeal considered whether the lease of a cold storage facility fell within the definition of s 4 of the RLA. The Court observed that the ultimate consumer test was a significant factor in determining whether the business conducted under the lease was the provision of retail services. The court stated:
   1. What can be seen from the authorities is that the concept of the 'retail provision of services' in the Retail Leases Act and its predecessor legislation is that it involves close consideration of the service that is offered, whether a fee is paid, whether it is a service that is generally available to anyone who is willing to pay the fee and whether the persons who use the service are the 'ultimate consumer'. On one view, to talk of an ultimate consumer of services may appear strained. Most services that are purchased are not susceptible to being passed onto a third person. This may be contrasted with a sale of goods where the difference between wholesale and retail is easily discernible. Nevertheless, the authorities that apply an ultimate consumer test as one indicia of the retail provision of services, are of long standing.
2. It is not contested that an element of the Tenant's business is the sale of retail goods - either through 'on-line sales' or direct sales conducted from the Premises. Similarly, is not contested that the Lease permits some retail activity to be conducted from the Premises. However, the dispute between the parties focuses on the predominance of that retail use. In other words, does the Lease allow the Tenant to use the Premises predominantly for the retail sale of goods?

1. The Lease is in the form of a document titled Law Institute Victoria - Lease of Real Estate with Guarantee & Indemnity (Commercial Property). The SCHEDULE to the Lease states, in part:

Warehouse, manufacturing, importing, storage and sale of stonework machinery and tools and portable housing.

The parties expressly agree that the Permitted Use expressly excludes any use which would result in the Premises being retail premises pursuant to the Retail Leases Act 2003.

1. The Lease also includes a section titled ADDITIONAL PROVISIONS PURSUANT TO ITEM 17 OF THE SCHEDULE, which states, in part:

Clarification and Variation of General Conditions

(t) The parties agree that Building Outgoings reimbursable by the Tenant shall include:

1. Any Owners Corporation fees or levies, excluding any sinking fund or levies of a capital nature.
2. Land tax on a proportional basis and subject to any trust surcharge and sub-clause (b) of the definition of Building Outgoings shall be deemed amended accordingly.

Retail Leases Act

(cc) The parties agree that, on the Commencement Date, this Lease is not subject to the Retail Leases Act 2003.

(dd) The Tenant agrees and warrants to the Landlord that it actively restricts access to the majority of the premises solely to its employees, contractors and a limited number of other authorised personnel. The Tenant expressly agrees and confirms that the general public does not have unlimited access to the Premises.

(gg) As the Premises are not "retail premises" pursuant to the Retail Leases Act 2003, the Tenant agrees and warrants to the Landlord that it actively restricts access to the majority of the Premises solely to its employees, contractors and a limited number of other authorised personnel or invitees. With respect to the portable housing use, the parties agreed that that use will be limited to less than 50% (50%) of the available area in the warehouse section of the Premises. The Tenant warrants that the predominant area of the Premises is always kept secure from third parties and that any public access to the portable housing use area shall be subject to Tenant supervision an invitation. The Tenant expressly agrees and confirms that the general public does not have unlimited access to the entirety of the Premises.

1. The Tenant relies upon the affidavit of Hong Chi Chang, wherein Mr Chang deposes to the following:
   1. The premises will be used as a showroom and display area for these machines and modular homes, it aligns with retail activities, and this premises will again serve as a place where customers can view, interact with, and purchase products, which is characteristic of a retail environment.
   2. Ongoing correspondence with Crabtrees around the intended use of the premise as retail since the EOI and the Offer to Lease included tenant proposed use as retail of stonework machinery and tools.
   3. 18 January 2024, Jack Chan (son) on behalf of myself submitted by email an expression of interest and rental application to Chris McKenzie of Crabtrees for the rental of Unit 1/18-20 Eileen Road, Clayton South with the intent of establishing retail and showroom space for stonework machinery as well as establishing a new display for portable homes.
   4. 23 January 2024 in response to an email requesting clarification from Crabtrees, we explained that we are both wholesale and retail in nature.

1. 9 February 2024 in response to Crabtrees' email we clarified that Grand View Trading PL business operates as both wholesale and retail.
2. 9 February 2024 an Offer to Lease was prepared by Crabtrees with the tenant's proposed use of both wholesale and retail to which we were satisfied with. A face to face discussion took place with Chris from Crabtrees which also clarified that owners corp, building management will not be applicable to this lease.
3. 22 February 2024 we received the lease document from Crabtrees prepared by the Landlord. Despite the Offer to Lease expressing the intended use including retail the Lease Agreement purposely omitted this and instead included unfavourable terms which differs from the spirit of the Offer to Lease and the original terms, conditions and intended use. Going as far as excluding the Retail Leases Act.
4. In response, my son commented that the lease should indicate specific use as including retail in the lease agreement as outlined in the original Offer to Lease. A discussion was then had over the phone with Andre Ong of Sharrock Pitman relating to this matter and reiterate need for lease with retail use and was told that this will be addressed.
5. The issue of a retail lease and hence disagreement with the land tax and property management fee was raised promptly within the first month of the lease, without resolution. Notwithstanding we continue to fulfil on a timely matter payment of rent.

1. Mr Jack Chang corroborated and supplemented the affidavit of Mr Hong Chi Chang with unsworn evidence and submissions. He said that the business operated from the Premises had been established for more than 20 years and had previously operated from other premises located in Dandenong. He recounted that the Tenant wished to expand, which precipitated it entering into the Lease. In essence, he submitted that the business activities conducted from previous leased premises had migrated into the Premises and had not changed. According to Mr Jack Chang, those business activities included the retail sale of stonemason machinery and associated tools.

1. The Landlord relies upon two affidavits in support of its contention that the parties did not enter into a lease for retail premises. Mr Egan drew my attention to the various provisions within the schedule to the Lease and the additional covenants set out above, which he submitted expressly made clear that the Lease did not permit the Tenant to use the Premises predominantly for retail activity.
2. Mr Egan also challenged the affidavit of Mr Hong Chi Chang, highlighting that Mr Chang's evidence was expressed in the future tense, meaning that at the time when the parties executed the Lease, there was no intention to conduct retail activities from the Premises. Mr Egan referred to and relied upon the affidavit of Andre Ong dated 28 February 2025, the principal lawyer with the care and conduct of this matter on behalf of the Landlord. Mr Ong deposed to the following:
   1. In December 2024, I was provided with a photograph of the inside of the warehouse space by the Landlord, which demonstrates that the inside of the premises are not being used as a showroom or display area.

1. I further attach a series of photographs taken on 27 February 2025 from outside the premises to demonstrate the appearance of the property from Eileen Road.

1. The photographs at pages 61, 62 and 63 of the bundle [of Exhibit AO-1] depict the premises from the Eileen Road, identifiable by the palisade fence. It is evident from these photographs that there is no signage or branding visible from the roadside, identifying the premises is occupied by the Tenant.

1. There is thus no branding for the Tenant or REMG at the premises which indicate to passing traffic at the Tenant or REMG trade from the premises.[2]

1. On 20 February 2024, Crabtree provided me with an offer to lease, dated 9 February 2024 and signed by the Tenant on 15 February 2024, with instruction to draft a commercial lease for the parties in respect of the property and in accordance with the offer to lease.

1. Included in my instruction from Crabtrees was an email of 20 February 2024 at 11:31, wherein on the Landlord's directors, Faye Merkouris ("FM"), wrote to Crabtrees, authorising the preparation of the lease by our offices and stressing that the lease must be "commercial not retail lease".
2. In her email, FM expressly says that "I trust prospective tenant will not be carrying out a retail business from the premises".

1. It was thus the clear intention of the Landlord to enter into a commercial lease with the Tenant and not to allow retail trade from the premises.
2. The offer to lease says the following under the heading "Tenant's Proposed Use":

"Warehouse, manufacturing, importing, storage & retail of stonework machinery & tools and portable houses"

1. The final three italicised words "and portable houses" are included in manuscript and refer to the proposed business the Tenant intended to operate from the premises in addition to its stonework machinery and tools business.
2. It was always contemplated by the landlord that the primary and predominant uses of the premises by the Tenant would be warehousing, manufacturing, and storage. The word "retail" was not included in the first draft of the lease.
3. Jack Chang was provided with the draft lease by Crabtrees on 22 February 2024 by email at 10:41.
4. Jack Chang wrote to Crabtrees, by email on 22 February 2024 at 4:12pm, requesting that the permitted use specifically include the word "retail".
5. Crabtrees informed me of the request by Jack Chang to include the retail use in the permitted use of the Premises.
6. On 22 February 2024, I had a telephone conversation with Jack Chang between 5:05pm and 5:15pm to clarify the Tenant's intended use of the premises in light of my instructions that the Landlord did not wish to enter into a retail lease with the Tenant.

A copy of my contemporaneous file note is at page 76 of the bundle.

1. During this telephone conversation between Jack Chang and myself:

(a) I informed him that the use of the word "retail" in the lease is not in keeping with the Landlord's intention and that our instructions from the Landlord were to prepare a commercial lease.

(b) Jack Chang informed me that they understand and are prepared to proceed on the basis of a commercial lease.

(c) He stated further that, for them, the issue is ensuring that Grand View Trading can use part of the Premises as a display area for the portable house business.

(d) We discussed the limits of Grand View Trading's use of the Premises for the portable housing business and Jack Chang suggested that their intention was to use perhaps 50% of the Premises for portable houses.

(e) We ended the call on the understanding that I would obtain further instruction.

1. On 23 February I wrote to Jack Change [sic] by email at 4:36pm, referring to our telephone conversation of the previous day and confirming that I had received instruction from the Landlord to amend the lease to address the parties' intention to proceed with a commercial lease while allowing for the use of part of the Premises for the portable housing business, with the public being allowed to access the display units for that aspect of the business...

1. On 24 February 2024, by email at 12:37am, I provided Jack Chang with an amended copy of the lease. In my email, I specifically drew his attention to Additional Provisions (ff) and (gg) on page 29 of the lease and stated that these amendments would enable the lease to proceed as a commercial lease as intended by the parties.

1. The parties thus made it expressly clear in the final version of the Lease that it was not their intention to enter into a retail lease or lease the premises as retail premises within the meaning of the Retail Leases Act 2003, or to allow predominant use of the premises a retail as opposed to warehousing and storage use.
2. Jack Cheng acknowledge [sic] my aforesaid email at 12:34 PM on 24 February 2024.

1. The lease was duly signed and executed on 24 February 2024.
2. Mr Egan also referred to the affidavit of Mr Chris McKenzie, the leasing agent for the Landlord, dated 3 March 2025. Mr McKenzie deposed to the following:
   1. As is evidence from the photographs referred to above and attached, and considering the presence of the crane, the premises are not laid-out or suitable for use as a showroom or a publicly accessible retail space.
   2. Due to the shared-driveway, being used by heavy vehicles accessing the second unit on the property, and the crane present in the warehouse space, it is not advisable to have members of the public wondering around on the property.
   3. The owner of the premises, SJV Properties, were therefore clear with Crabtree from the outset that they did not want a retail business operating from the premises and did not want a retail lease.
   4. Crabtree marketed the premises in accordance with those instructions.
   5. Contrary to Mr Chang's statement, in paragraph 8 of his affidavit, that the Tenant applied to lease the premises for use as a "retail and showroom space", the Tenant's rental application reflects use of the premises as "warehouse, manufacturing, import, stock, goods, retail".

Attached and marked "CM 13" is a copy of the rental application.

1. Given the nature of the premises and the intention of the Landlord, retail could only ever be a minor, ancillary use of the premises with careful controls in place to mitigate the risks which I have highlighted above.
2. That is the basis on which the Landlord agreed to proceed with a lease to the Tenant.
3. The Tenant never corrected the understanding recorded in the rental application, the offer to lease or the lease agreement itself, that the use of the premises would be warehousing, manufacturing, import, stock storage, and retail, with the retail component being minor, ancillary use of the premises which were strictly limited in terms of the final lease.

1. As I have indicated above, the question for determination is whether the Lease permits the Tenant to use the Premises predominantly for retail sales. In that regard, the parties have, to some extent, focused on the past and current business activities of the Tenant. However, in my view, the enquiry should focus on the terms of the Lease, rather than on the past or current business activities of the Tenant. Specifically, whether the terms of the Lease permit the Tenant to use the Premises wholly or predominantly for the sale of goods by retail.
2. The definition of "retail premises" under s 4 of the RLA states that the relevant use is that provided for "under the terms of the Lease". Therefore, the starting point is to examine the express terms of the Lease itself. In other words, do the express terms of the Lease permit or allow the Tenant to use the Premises predominantly for the sale of goods by retail?
3. This proposition is reinforced by s 11(2) of the RLA, which states:

(2) Except as provided by Part 10 (Dispute Resolution), this Act only applies to a lease of premises if the premises are retail premises (as defined in section 4) at the time the lease is entered into or renewed.

1. In Richmond Football Club Ltd v Verity Pty Ltd,[3] Croft J found that if the RLA applied to a lease when entered into, the lease would not cease to be governed by the RLA even if during its term the "occupancy costs" exceeded $1 million exclusive of GST, being a factor that would have excluded the operation of the Act had that been the case when the lease was first entered into. Similarly, s 11(2) of the RLA has also been held to prohibit late entry into the RLA: LONTAV Pty Ltd v Pine Cross Custodial Services Pty Ltd.[4]
2. Therefore, evidence as to what the Tenant was intending to use the Premises for after securing its tenure or evidence as to its current use detracts from the critical question under consideration. Specifically, what did the parties agree to at the time the Lease was entered into?
3. Before moving to consider the express terms of the Lease, it is important to note that a provision which purports to exclude the operation of the RLA or is inconsistent with anything in the RLA is deemed to be void pursuant to s 94 of that Act. Therefore, a term such as 'the Retail Tenancies Act 2003 does not apply to this lease' would be invalid if the permitted use expressed in the Lease encompassed an activity which allowed the tenant to wholly or predominantly conduct the retail sale of goods or retail provision of services.
4. In this case, the express terms of the Lease permit retail activity, although the Landlord contends that the retail activity permitted under the Lease must not be predominant. Conceptually, determining what is predominance is problematic. For example, does it mean predominant use of floor space reserved for retail activity or alternatively, predominant income derived from retail activity?
5. The concept of predominance is not defined in the Lease, except to the extent that clause gg of the Additional Provisions which states, in part:

... With respect to the portable housing use, the parties agree that use will be limited to less than fifty percent (50%) of the available area in the warehouse section of the Premises...

1. Clause gg of the Additional Provisions is reinforced by the second paragraph of Item 12 of the Schedule, which states:

The parties expressly agree that the Permitted Use expressly excludes any use which would result in the Premises being retail premises pursuant to the Retail Leases Act 2003.

1. However, those words could be seen to be inconsistent with the first paragraph of Item 12 of the Schedule, which states that the permitted use is:

Warehouse, manufacturing, importing, storage and sale of stone work machinery and tools and portable housing.

1. In other words, on one hand, the first paragraph of Item 12 of the Schedule permits the sale of stone work machinery and tools and portable housing without qualification, while on the other hand, the following paragraph of Item 12 of the Schedule excludes any use which would result in the Premises being retail premises pursuant to the RLA.
2. However, according to the Landlord, the second paragraph of Item 12 of the Schedule simply reflects the agreement between the parties that the Premises can be used to conduct some retail activity, provided that the retail activity is not predominant. In other words, that it remains ancillary to the main use of the Premises as a warehouse or premises in which goods can be manufactured or stored.
3. As I have a ready indicated, a provision in a lease which purports to exclude or is inconsistent with the operation of the RLA will be deemed void, pursuant to s 94 of that Act. That said, I do not consider that the second paragraph of Item 12 of the Schedule purports to exclude the operation of the RLA or is inconsistent with that Act. It does not state that the Act does not apply. Rather, it restricts the Tenant from using the Premises from an activity that would result in the RLA governing the relationship between the parties.
4. Nevertheless, I accept that on one view, it might be said that the second paragraph of Item 12 of the Schedule is ambiguous or at the very least unclear. In other words, the clause may have been clearer if it had simply stated that any retail activity was to be ancillary to the predominant use of the Premises as a warehouse or storage facility. Expressing the clause as prohibiting a use which would result in the Premises being retail premises pursuant to the Retail Leases Act 2003 requires the reader to make a further enquiry as to what constitutes retail premises under the RLA.
5. However, the clause cannot be read in isolation. It must be read within context of the surrounding clauses. In Australian Broadcasting Commission Australasian Performing Right Association Limited,[5] Gibbs J said:

It is trite law that the primary duty of the court in construing a written document is to endeavour to discover the intention of the parties from the words of the instrument in which the contract is embodied. Of course the whole of the instrument has to be considered, since the meaning of any one part of it may be revealed by other parts, and the words of every clause must if possible be construed so as to render them all harmonious with one another. If the words used are unambiguous the court must give effect to them, notwithstanding that the results may appear capricious or unreasonable, and notwithstanding that it may be guessed or suspected that the parties intended something different...[6]

1. In my view, the second paragraph of clause 12 to the Schedule is consistent with clauses (t), (cc), (dd) and (gg) of the ADDITIONAL PROVISIONS PURSUANT TO ITEM 17 OF THE SCHEDULE, as cited above. Those clauses indicate an intention that the Premises are not to be used predominantly for retail activity. For example, clauses (dd) and (gg) restrict public access to the Premises, which is inconsistent with the Premises being used for predominant retail purposes.
2. The parties have also adduced evidence and produced documents of antecedent negotiations leading to the Lease being executed. The general rule in interpreting contractual documents is that evidence of pre-contractual negotiations is not generally admissible to interpret the concluded written agreement. However, as summarised by the learned authors of The Interpretation of Contracts in Australia:

But evidence of pre-contractual negotiations is admissible to establish objective background facts known to both parties; to establish that the parties were united in rejecting the possible construction; where the parties have agreed the meaning of a word or phrase in negotiations; to decide (for the purposes of certain consumer legislation) whether a term has been individually negotiated; and to determine which party put forward a particular term.[7]

1. In Brambles Holdings Ltd v Bathurst City Council,[8] Hayden JA said that:

... pre-contractural conduct is only admissible in questions of construction if the contract is ambiguous and if the pre-contractual conduct casts light on the Genesis of the contract, it's objective vein, or the meaning of any descriptive term.[9]

1. To the extent that the express terms of the Lease are considered ambiguous, I find that the evidence concerning pre-contractual documents or negotiations are also consistent with the parties having agreed to limit the Tenant's use of the Premises to predominantly non-retail activity.
2. For example, the marketing brochure, copy of which is exhibited to the affidavit of Chris McKenzie, states:

• 314 SQM OFFICE AMENITIES
• 2 CONTAINS A HIGH ROLLER DOORS
• CRANE BY NEGOTIATION

Situated in the Clayton South Industrial Precinct, the subject property of 1500 sqm is a highly functional office warehouse very well positioned just off Westall Road.

1. The initial marketing did not contemplate any retail use but after some discussion and negotiation between the parties, the Landlord agreed to allow limited retail use, subject to it being subordinate to the overall use of the Premises as a warehouse and office.
2. The documents and correspondence exhibited to the affidavits filed in this proceeding indicate that the parties understood that the starting point for negotiation was no retail use but that the Landlord then softened its position to allow some retail use. For example, the file note written by Andre Ong on 22 February 2024, which contemporaneously recorded his telephone conversation with Jack Chang, states, in part:

Use of the word 'retail' is not the intent and commercial lease are our instructions.

They [the Tenant] understand...and are prepared to proceed on a commercial lease basis.

...for them to ensuring they can use part of the warehouse as a display...for portable houses.

1. Similarly, the email correspondence from Andre Ong to Jack Chang on 23 February 2024 states:

We refer to our discussion yesterday and confirm that we have received instructions to amend the Lease to address the intent to proceed with a commercial lease whilst allowing for the use of a part of the Premises for the intended new portable housing business with the public being allowed to access display units for that aspect of the business.

1. Then on 24 February 2024, Andre Ong again communicates with Jack Chang and states:

Attached for your attention is the amended Lease. We specifically note that the added Additional Provisions (ff) and (gg) on pdf page 29 which confirm your right as Tenant to commence the Portable Housing component of your business on the Premises at a time of your choosing (as we understand from our client and the agent that this will be a new part of your business) and that the public can have access to that part of the Premises (being limited to up to 50% of the warehouse area of the Premises). These amendments will enable the Lease to proceed as a commercial Lease as intended between the parties.

1. In my view, the antecedent negotiations and documents are consistent with the express terms of the Lease; namely, that the Landlord would permit the Premises to be used for some retail activity but only if that retail activity was subordinate to the warehouse and office use.
2. I also note that the Tenant filed further documents after the hearing on 17 April 2025, purportedly to demonstrate that it conducts retail activity by reference to sales of stonemason machinery and associated products. However, as I have already indicated, the critical question is what do the express terms of the Lease state. In my view, in the absence of any suggestion that the parties agreed to amend the terms of the Lease or that the Landlord waived compliance with the terms of the Lease, evidence of historical or current trading activity is not material to answer that question. Moreover, some of the documents belatedly produced are confusing. For example, the invoice number 001429, which describes the sale of a Thickness Machine for $100,650, expressly identifies the Tenant's address as the Premises but is dated 12 July 2023. That date predates the commencement of the Lease by approximately six months.
3. Further, that document and the other 'business activity' documents do not identify sales conducted at the Premises. In other words, it is unclear whether those sales were conducted 'online', rather than directly from the Premises. That is consistent with Mr Chang's evidence that the Tenant's business being 'currently marketed online'.[10] There is little or no direct evidence of sales occurring at the Premises. Indeed, the affidavit material produced in this proceeding indicates that the Premises are used predominantly as a warehouse with some limited ability for members of the public to inspect machinery. That affidavit material is consistent with most of the wholesale or retail sales being conducted online.
4. Consequently, I find, on the balance of probabilities, that the Tenant knew and accepted that the Premises could not be used predominantly for retail activity and that any such retail activity was to be subordinate to the dominant use of the Premises as a warehouse and office. I find that the Lease was executed with both parties accepting that qualification to retail use.
5. Therefore, I find that the Premises do not fall within the definition of retail premises, within the meaning of that term under s 4 of the RLA.

[1] [2017] VSCA 178.

[2] REMG stands for Rhino Engineered Machinery Group, which is a trading name of the Tenant.

[3] [2019] VSC 597.

[4] [2011] VSC 485.

[5] Australian Broadcasting Commission v Australasian Performing Right Association Limited [1973] HCA 36; (1973) 129 CLR 99, 109.

[7] Sir Kim Lewison and David Hughes, 'The Interpretation of Contracts in Australia' (Law Book Co 2012), 73.

[8] [2001] NSWCA 61; (2001) 53 NSWLR 153.

[10] Affidavit of Hong Chi Chang affirmed on 25 February 2025, [3].