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Commercial Law / Melbourne

Commercial Lease Lawyers in Melbourne

Legal advice for landlords and tenants on commercial and retail leases across Victoria: negotiating and reviewing the lease, rent reviews and outgoings, assignment, relocation and make good, defaults and termination, and the lease disputes that follow.

Book a consultation Call (03) 900 22 800
Commercial leasing in Victoria

Most lease disputes are decided the day the lease is signed

A commercial lease runs for years and usually outlasts the goodwill that produced it. The rent review mechanism, the outgoings, the option, the assignment clause, relocation and demolition rights, make good at the end: each was negotiated at the start, or was not. When a lease turns into a dispute, the argument is almost always about what those clauses say and what the law allows them to do.

That is the work. We read the lease the way it will be read in a dispute, before it binds you, and we act on it during the term when a review, an assignment, a relocation notice or a default arrives. Where a matter has to be run, the same team runs it.

We act for landlords and tenants of retail, office, industrial and other commercial premises across Melbourne and Victoria. For buying, selling or developing commercial property itself, see our commercial property lawyers.

Commercial law at Pentana Stanton

Negotiation & review

Heads of agreement, the draft lease, and what the Act will read into it.

Disclosure & options

Disclosure statements, options to renew and the notice dates around them.

Rent & outgoings

Review mechanisms, market reviews, and what a landlord can recover.

Assignment & subletting

Consent, a lease sold with the business, and releasing guarantors.

Relocation & make good

Relocation, demolition, damaged premises and the end of the lease.

Defaults & disputes

Breach notices, forfeiture and relief, mediation and VCAT.

Before anything else

The first question is whether the Act applies

Every commercial lease is a contract. Some are also retail premises leases under the Retail Leases Act 2003 (Vic), and for those the Act rewrites part of the deal. It reads terms into the lease that the document does not contain, strikes out others, and fixes where a dispute must go. A provision of a retail lease is void to the extent it is inconsistent with the Act or tries to exclude it (section 94), and the Act applies to retail premises in Victoria whatever the lease says about where it was signed or which law governs it (section 13).

Whether the Act applies turns on how the premises are used under the lease, not on what the document is called. Retail premises are premises used wholly or predominantly for selling or hiring goods by retail, or for providing services by retail (section 4(1)). There are exclusions, including where the tenant is a listed corporation or a subsidiary of one, or where occupancy costs under the lease exceed a ceiling set by regulation (section 4(2)), and the Act generally does not apply to a lease for a term of less than a year (section 12).

Calling it a commercial lease does not stop it being a retail one.

The answer decides most of what follows: whether the term must run for at least five years, which costs the landlord can pass on, how a rent review works, and whether a dispute goes to court or must start with mediation through Victoria's Small Business Commission before it can reach the Victorian Civil and Administrative Tribunal (VCAT). It is easy to get wrong from either side, and the mistake usually surfaces only once it has become expensive.

Terms the Act writes in

For a retail lease, the term including any option must be at least five years unless the tenant obtains a waiver certificate from the Small Business Commission (section 21). The landlord must maintain the structure, plant and services in a condition consistent with their condition when the lease was entered into (section 52), and compensate the tenant for certain interference with its trading (section 54).

Costs it will not pass on

A retail lease cannot make the tenant pay the landlord's capital costs, depreciation, sinking fund contributions, borrowing costs, land tax, or legal costs of preparing the lease, subject to limited exceptions (sections 41 to 44, 50 and 51). Outgoings that are recoverable must be specified, estimated in advance and accounted for (sections 39, 46 and 47).

A set path for disputes

Most retail lease disputes must go to mediation through the Small Business Commission before VCAT will hear them (section 87). VCAT then has exclusive jurisdiction over most of them (section 89(4)), and each party generally bears its own costs (section 92). Urgent injunctions are the exception to the mediation step.

How we work

Classify it, negotiate it, then keep the dates

i.

Classify the lease first

Retail or not, and what that means for the term, the outgoings, the rent review and the dispute path. Our advice follows from that answer, so we settle it at the start rather than when a dispute forces the question.

ii.

Negotiate the clauses that bite later

The rent review mechanism, outgoings, options, assignment, relocation, demolition and make good. These decide what the lease costs over its whole term, and they are far easier to change before signing than after.

iii.

Keep the dates, and the leverage

Disclosure windows, option notices, review notices and breach notices: leasing runs on dates, and a missed one can cost an option or a right to terminate. When a dispute comes, we choose the forum and the timing deliberately.

Who we act for

Landlords, tenants, and the business being sold

The same lease reads very differently depending on which side of it you are on.

For tenants

Reviewing the lease and the disclosure statement before you commit, testing outgoings and rent reviews, protecting your option to renew, and pushing back when a landlord relocates, redevelops or disrupts your trade.

Commercial litigation

For landlords

Leases that work under the Act from the first draft, disclosure that holds up, outgoings you can actually recover, and enforcement when a tenant defaults, from the breach notice to recovering the arrears.

Debt recovery

When a business is sold

Most business sales carry a lease. Assigning it properly decides whether the landlord's consent arrives on time and whether the seller and its guarantors are released from the lease afterwards (sections 60 to 62).

Business sales
Speak with us

A plain read on the lease, and on your position

Initial consultations are confidential. Bring the lease, the disclosure statement and any notices given or received, and we will tell you where you stand and which date matters next.

Book a consultation

Or call (03) 900 22 800

When it turns

Lease disputes

Rent and outgoings disputes, contested rent reviews, refused consents to assignment, relocation and demolition notices, damaged premises, make good claims at the end of the term, and allegations of unconscionable conduct by either side (sections 77 and 78). Under a retail lease, most of these must first be referred to the Small Business Commission for mediation, and can only go to VCAT once the Commission certifies that mediation has failed or is unlikely to resolve the dispute (section 87). What is said in that mediation cannot be used in later proceedings (section 88).

Where urgent orders are needed, an injunction application is not held up by the mediation step (section 87(2)). See commercial litigation and urgent injunctions.

When it ends

Default, termination and make good

For most breaches other than unpaid rent, a landlord cannot enforce a right of re-entry or forfeiture until it has served a notice under section 146 of the Property Law Act 1958 (Vic) identifying the breach, requiring it to be remedied if it can be and compensation to be paid, and the tenant has had a reasonable time to comply. Unpaid rent is treated differently (section 146(12)), and the lease's own terms matter. A tenant facing forfeiture can ask for relief, and for a retail lease VCAT has the same power to grant it as the Supreme Court (Retail Leases Act, section 89(2)).

Make good is decided by the lease rather than the Act: the condition the premises must be returned in, measured against what record, and whether the landlord can take the cost instead of the works. Under a retail lease, a security deposit must be returned within 30 days after the lease ends if the tenant has met all its obligations (section 24). See contract disputes.

What our clients say

Trusted on the matters that mattered most

After speaking to many law firms, I felt that getting legal help was not for me. But my view completely changed after speaking with Special Counsel Peter Wood. He was knowledgeable, generous, kind, and genuinely caring. Peter listened with compassion and made me feel supported during a difficult time.
Tasnim Mehjabin, Google review
Highly professional, compassionate staff with a high level of knowledge and competence. Reliable, reassuring and there when you need them. Highly recommend.
Gaynor Martyn, Google review
From the very first conversation, my lawyer put my mind at ease and assured me they would handle everything on my behalf.
Dean Rule, Google review
Frequently asked

Questions about commercial and retail leases

It depends on how the premises are used under the lease, not on what the lease is called. The Retail Leases Act 2003 (Vic) applies to premises used wholly or predominantly for selling or hiring goods by retail, or for providing services by retail (section 4(1)). It does not apply where the tenant is a listed corporation or its subsidiary, or where occupancy costs exceed a ceiling set by regulation (section 4(2)), and generally not to a lease for less than a year (section 12). Where it applies, the parties cannot contract out of it (section 94). Where it does not, the lease is governed by its own terms and the general law, including the Property Law Act 1958 (Vic).
At least 14 days before the lease is entered into, the landlord must give the tenant a disclosure statement in the prescribed form and a copy of the proposed lease showing the tenant, the rent and the term (section 17(1)). If they are given late, the term is taken to start 14 days after they were given (section 17(1C)). If no disclosure statement is given, the tenant can serve a notice and withhold rent until it arrives (section 17(2) and (3)). If the statement is false or materially incomplete, or misleads, the tenant can give notice of termination within the period in section 17(6), which the landlord can contest only on limited grounds (section 18).
Only those the lease specifies, worked out and apportioned in the way the lease and the regulations require (section 39). The landlord must give the tenant an itemised estimate before the lease is entered into and before each accounting period, and the tenant is not liable for outgoings until it has that estimate (section 46). A statement of actual spending, usually with an auditor's report, is due within three months after each accounting period, followed by an adjustment (sections 47 and 48). Terms passing on capital costs, depreciation, sinking fund contributions, the landlord's borrowing costs, head lease rent, land tax or commercial and industrial property tax are void, with limited exceptions (sections 41 to 45 and 50).
The lease must state when reviews happen and on what basis, and the basis must be one the Act allows: a fixed percentage, an independently published price or wage index, a fixed annual amount, the current market rent, or a prescribed formula (section 35(1) and (2)). A clause that stops the rent from going down on review is void unless the review uses a fixed percentage, an index, a fixed amount or an exempt prescribed formula (section 35(3) and (4)). On a market review, if the parties cannot agree, a qualified retail valuer appointed by agreement or by the Small Business Commission decides, the cost is shared equally, and the tenant's own goodwill and fixtures are left out of the valuation (section 37).
Under a retail lease, only on the grounds the Act lists: the incoming tenant proposes a use the lease does not permit, the landlord considers it lacks the financial resources or business experience to meet the lease, the outgoing tenant has not complied with reasonable assignment provisions, or, where the business will carry on, the outgoing tenant has not given the incoming tenant the business records for the previous three years or for as long as it has traded there (section 60(1)). If the tenant has followed the procedure and the landlord has not responded within 28 days, consent is taken to have been given (section 61(6)). For other leases, consent generally cannot be unreasonably withheld unless the lease expressly provides otherwise (Property Law Act 1958 (Vic), section 144).
Only if the lease provides for it, and then only on the Act's terms. To relocate a retail tenant, the landlord needs a genuine refurbishment, redevelopment or extension proposal that cannot practicably proceed without vacant possession, must give at least three months' written notice with details of reasonably comparable alternative premises, and must pay the tenant's reasonable relocation costs; the tenant may instead terminate within a month of the notice (section 55). To end the lease for demolition, the landlord needs a genuine proposal and must give at least six months' written notice, must compensate the tenant for fit out the landlord did not provide, and may also owe damages if the demolition does not go ahead (section 56).
Usually, yes. A dispute under a retail lease can only go to the Victorian Civil and Administrative Tribunal (VCAT) once the Small Business Commission has certified in writing that mediation or another form of alternative dispute resolution has failed or is unlikely to resolve it (section 87(1)), and VCAT has exclusive jurisdiction over most of these disputes (section 89(4)). Injunction applications are not held back by that requirement (section 87(2)), and a dispute solely about the payment of rent, or about a rent figure a valuer can determine, falls outside the definition (section 81(2)). At VCAT each party generally bears its own costs, but a party that refuses or withdraws from mediation can be ordered to pay costs (section 92).

Last reviewed October 2026. Statutory references are to the Retail Leases Act 2003 (Vic) unless another Act is named, and are current to the authorised Retail Leases Act 2003 (Vic) Version 027 (amendments as at 1 July 2024) and Property Law Act 1958 (Vic) Version 142 (amendments as at 1 July 2024), checked 7 October 2026. This page is general information, not legal advice.

Speak with our commercial team

Before you sign, and when it turns.

Whether you are about to sign, have a rent review, an assignment, a relocation notice or a default in front of you, or are already in a dispute, arrange a confidential consultation. Bring the lease and any notices, and we will give you a clear read on where you stand and what to do next.

Book a consultation Call (03) 900 22 800

See also: Commercial Property, Business Sales & Acquisitions, Commercial Litigation, Urgent Injunctions.

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