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1. Before the Court for hearing this morning is the plaintiff’s claim for final relief, as set out in the amended summons filed on 7 April 2026.

2. The relevant relief is in the following terms:

1 Declaration that the defendant has unreasonably withheld its consent to transfer the lease registered AVXX to Camp Crusty Operations Pty Ltd (ACN 617 082 354);

2 Order that the lessor, under registered lease AVXX, forthwith execute a deed of covenant in the form annexed to the affidavit of Benjamin Watts, sworn 28 October 2025;

3 Order that the lessor, under registered lease AVXX, forthwith sign all documents and do all things necessary to cause the transfer of the lease registered AV471177 to Camp Crusty Operations Pty Ltd (ACN 617 082 354) to be registered, including the execution of the Mortgage of Lease (referred to in order 3A, below);

3A Order that the lessor, under registered lease AVXX, forthwith execute the deed of consent and right of entry (“Mortgage of Lease”) in the form annexed to the affidavit of Sarah Bumstead [sic], affirmed 24 March 2026;

4 If, within 14 days of the Court’s orders, the defendant has not complied with the orders above, the plaintiff have leave to approach the associate to the trial judge to seek orders pursuant to s 94(1) of the Civil Procedure Act 2005 (NSW) empowering the Registry[sic] in Equity to execute, in the name and on behalf of the defendant, the deed of covenant required to be executed by the orders and all documents necessary to cause the transfer of the lease to be registered;

5 Order that the defendant pay the first and second plaintiffs’ costs.

3. To date, the defendant has taken no active role in the proceedings.

4. On 24 April 2026, when the matter was listed for hearing, I directed that the plaintiffs notify the defendant of the orders made, including the order listing the matter for hearing today. That occurred by way of both email and hard copy posting to the registered office of the defendant.

5. At the commencement of the hearing today, the matter was called outside Court. There was no appearance for the defendant. I am satisfied that the defendant is aware of the proceedings today, and in fact has been aware of the proceedings at all times since their commencement, but for whatever reason has chosen not to take an active role in defending the proceedings. I am satisfied that, notwithstanding there is no appearance for the defendant today, it is appropriate to continue with the hearing.

6. For reasons set out below, I am satisfied that I should make orders substantially in the form sought by the plaintiffs.

7. What follows is drawn heavily from the helpful written submissions of Mr Maroya, of counsel, who appears for the plaintiffs.

Evidence relied on

8. In support of the final relief sought, the plaintiffs rely upon the following affidavit evidence:

(a) affidavit of Anna Elizabeth Doughan, affirmed 28 November 2025; (b) affidavit of Benjamin James Watts, affirmed on 28 November 2025; (c) affidavit of Sarah Bumpstead, affirmed on 24 March 2026; and (d) affidavit of Molly Anne Metcalf, affirmed on 24 March 2026.

9. In addition to that affidavit evidence, the plaintiffs have also tendered a bundle of documentary material, being principally the material exhibited to the relevant affidavits. Mr Maroya also tendered before me this morning the recent email and letter correspondence sent to the defendant putting the defendant on notice of the hearing today.

Overview of the facts

10. The first plaintiff, Watski Pty Ltd (Watski) is the owner and operator of a caravan park business located at Barham, near the Murray River in the Western Riverina region of New South Wales. For the purposes of conducting that business, it occupies land described in folio identifier X/X, known as XX East Barham Road, Barham, New South Wales, 2732 (Land).

11. Watski’s caravan park business conducted on that Land is named “Big4Barham”.

12. The defendant, Roughstone Pty Ltd (Roughstone) is the owner of that Land.

13. Watski occupies the Land pursuant to a lease between Watski and Roughstone.

14. The first lease between Watski and Roughstone began on 19 February 2020, and expired on 18 September 2024. The lease was registered and bore registration number APXX.

15. Watski sought to exercise its option to renew the lease and a dispute then arose with Roughstone over the validity of the renewal. Consequently, proceedings were commenced by Watski against Roughstone.

16. On 29 July 2025, Faulkner J made final orders in those proceedings, the effect of which was:

a) A declaration that Watski had validly exercised the first option to renew the 2020 lease, and was entitled to a new lease; and

b) Pursuant to s 94(1) of the Civil Procedure Act 2005 (NSW), that upon Watski filing an affidavit by its solicitor proving service of the orders on Roughstone, and Roughstone’s failing to comply with those orders, that any necessary documents be executed by the Registrar in Equity in the name of, and on behalf of, Roughstone.

17. Roughstone did not execute the documents that were required and those documents were subsequently executed by the Registrar in Equity pursuant to the orders made by Faulkner J as I have summarised above. The Registrar in Equity signed the new lease for the caravan park premises in the name of, and on behalf of, Roughstone. On 30 September 2025, that renewed lease was lodged with Land Registry Services New South Wales and was registered on 27 October 2025 (Lease).

18. In about late 2024, Watski decided that it wished to sell its caravan park business, and offered Roughstone the first right of refusal to buy the business. Roughstone did not engage with Watski in relation to that offer, and the offer lapsed.

19. On 20 March 2025, Watski signed a Sale of Business Agreement with the second plaintiff, Camp Crusty Operations Pty Ltd (Camp Crusty) (Sale of Business Agreement). Pursuant to that agreement, Watski agreed to sell the business to Camp Crusty and also agreed, as part of that sale, to transfer the renewed Lease of the Land to Camp Crusty

20. Roughstone’s consent to the transfer of the Lease to Camp Crusty was sought, but consent was never given.

21. Unsurprisingly, the settlement of the Sale of Business Agreement between Watski and Camp Crusty is contingent upon consent to the transfer of the Lease.

22. The evidence discloses that Camp Crusty is an experienced caravan park operator in Victoria.

23. The evidence also discloses that Camp Crusty is borrowing funds to purchase Watski’s caravan park business pursuant to a loan from the National Australia Bank (NAB). The NAB requires, as security for the advance, a mortgage of the Lease.

24. In order to obtain a mortgage of the Lease, Camp Crusty is obliged to procure Roughstone’s consent to that mortgage. Camp Crusty has corresponded with Roughstone seeking its consent to the mortgage of the Lease, but no consent has been forthcoming.

25. It is against this background that each of the plaintiffs seek the respective relief from the amended summons, as I have set out above.

Determination

26. I am satisfied that each of the plaintiffs is entitled to the respective relief sought.

Relief claimed by Watski

27. Section 133B of the Conveyancing Act 1919 (NSW) stipulates that a landlord’s consent to the assignment of a lease is not to be unreasonably withheld.

28. Whilst this onus lies upon the tenant to prove that consent has been unreasonably refused, I am comfortably satisfied on the evidence in the present case that consent has been withheld unreasonably. The evidence discloses that the intended assignee of the Lease (Camp Crusty), is an established caravan park operator. Camp Crusty also has the support of a reputable lender.

29. Whilst the evidence discloses some dealings between both Watski or Camp Crusty (or those acting for it) and the director of Roughstone, it is difficult to discern from those communications any proper basis for Roughstone’s refusal to agree to the assignment of the Lease or the mortgage of the Lease.

30. I am thus comfortably satisfied that the defendant has unreasonably withheld its consent to the transfer of the Lease.

Relief sought by Camp Crusty

31. The picture is quite similar in terms of Camp Crusty’s attempts to procure from Roughstone its consent to the mortgage of Lease.

32. Clause 6.3 of the new Lease contains the following provision:

“The lessee may, with the consent of the lessor, such consent not to be unreasonably withheld or delayed, mortgage or charge their interest in this lease provided that the lessor may require, as a condition on granting its consent to any such mortgage or charge, that the mortgagee or charge[sic] enter into a covenant with a lessor in the form reasonably required by the lessor that the mortgagor or chargee will notify the lessor if the lessee is in default under the terms of the mortgage or charge, and that should the mortgagee or chargee enter into possession of the premises for the purposes of realising its security or otherwise, then the said mortgagee or chargee will duly perform and keep the covenants and agreement on the part of the lessee herein contained...”

33. An appropriately drafted covenant has been prepared and submitted by Camp Crusty to Roughstone. As I have set out above, no consent has been forthcoming from Roughstone.

34. I am comfortably satisfied on the evidence that the mortgage of Lease document submitted by Camp Crusty to Roughstone is appropriate and should be entered into by Roughstone or, failing execution by Roughstone, executed by the Registrar in Equity.

Costs

35. There is no reason why costs should not follow the event. Roughstone should pay the plaintiffs’ costs as assessed or agreed.

Section 94(1) relief

36. Having regard to the approach taken by Roughstone in the earlier proceedings in response to the orders made by Faulkner J, and further the approach taken in these proceedings, it is quite likely, in my view, that Roughstone will not execute the necessary documents to bring about the assignment of the Lease or the mortgage of Lease. Accordingly, it is appropriate, in my view, to make orders pursuant to s 94(1) of the Civil Procedure Act 2005 (NSW) appointing the Registrar in Equity to execute the necessary documents in the event that Roughstone fails to do so within 14 days of the making of orders.

37. I prefer, in this regard, the more direct form of order made by Faulkner J in the earlier proceedings, rather than the precise formulation put forward by the plaintiffs in the amended summons.

Orders

38. The Court makes the following orders and declarations:

39. Declare that the defendant has unreasonably withheld its consent to transfer the lease registered AVXX to Camp Crusty Operations Pty Ltd (ACN 617 082 354).

40. Order the defendant, as lessor under registered lease AVXX, forthwith execute a deed of covenant in the form annexed to the affidavit of Benjamin Watts, sworn 28 November 2025, commencing at page 268 of exhibit B.

41. Order the defendant, as lessor under registered lease AVXX, forthwith sign all documents and do all things necessary to cause the transfer of the lease registered AVXX to Camp Crusty Operations Pty Ltd (ACN 617 082 354) to be registered, including the execution of the Mortgage of Lease (referred to in order 3A, below).

(3A) Order that the defendant, as lessor under registered lease AVXX, forthwith execute the Deed of Consent and Right of Entry (Mortgage of Lease) in the form annexed to the affidavit of Sarah Bumpstead, affirmed 24 March 2026, commencing at page 282 of exhibit B.

4. Pursuant to s 94(1) of the Civil Procedure Act 2005 (NSW), that upon the plaintiffs filing an affidavit by their solicitor proving service of these orders on the defendant and that the defendant has not complied with orders 2, 3 and/or 3A above, any necessary documents be executed by the Registrar in Equity in the name and on behalf of the defendant.
5. The defendant pay the plaintiffs’ costs of the proceedings as agreed or assessed.
6. The parties have liberty to apply in respect of the above orders if necessary.

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