Eddie Azzi Australia Pty Limited -v- Citadin Pty Ltd; Citadin Pty Ltd -v- General Pants Co Pty Ltd [2001] NSWADT 79

Eddie Azzi Australia Pty Limited -v- Citadin Pty Ltd; Citadin Pty Ltd -v- General Pants Co Pty Ltd [2001] NSWADT 79

Citadin was not entitled to terminate the EA and GP leases because the demolition notices did not provide sufficient details at or about the time of service to allow assessment of a genuine proposal to carry out qualifying works within a reasonably practicable time, and because cl 24 read with s 35 did not permit termination merely to amalgamate premises and replace existing tenants with a commercially preferable tenant. The proposed works were better characterised as refurbishment and refit of parts of the complex, not substantial repair, renovation or reconstruction of the building within s 35. The statements by Mr Salter did not create a promissory estoppel, the notices were properly...

Jurisdiction
Australia
Judgment Date
18 May 2001
Procedural Posture
Claim for Declaration of Rights, Obligations and Liabilities Under Retail Leases / Principal Matter Before Retail Leases Division
Outcome
Application by Citadin dismissed; application by Eddie Azzi Australia Pty Limited upheld; costs application dismissed.
Legal Topics
['demolition Notice' 'termination of Lease' 'relocation Clause' 'promissory Estoppel' 'equitable Estoppel' 'corporate Authority to Issue Notice' 'construction of Retail Shop Lease' 'retail Leases Act 1994 S 35']
['retail Leases' 'property Law' 'equity' 'contract Law'] ['demolition Notice' 'termination of Lease' 'relocation Clause' 'promissory Estoppel' 'equitable Estoppel' 'corporate Authority to Issue Notice' 'construction of Retail Shop Lease' 'retail Leases Act 1994 S 35']

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Procedural Posture

Claim for Declaration of Rights, Obligations and Liabilities Under Retail Leases / Principal Matter Before Retail Leases Division

Legal Issues

  1. 1 ['Whether Citadin was estopped from relying on the demolition clause because of statements made by its managing agent when the leases were entered into.' 'Whether the demolition notices were validly authorised by Citadin.' 'Whether the demolition notices complied with cl 24 of the leases and s 35 of the Retail Leases Act 1994.' 'Whether cl 24 and s 35 permitted termination for the purpose of replacing existing tenants with a commercially preferable tenant through amalgamation and reconfiguration of premises.' 'Whether the proposed works amounted to substantial repair, renovation or reconstruction of the building requiring vacant possession of the shops.' 'Whether the demolition notices were a sham or an abuse of process.']

Ratio Decidendi

Citadin was not entitled to terminate the EA and GP leases because the demolition notices did not provide sufficient details at or about the time of service to allow assessment of a genuine proposal to carry out qualifying works within a reasonably practicable time, and because cl 24 read with s 35 did not permit termination merely to amalgamate premises and replace existing tenants with a commercially preferable tenant. The proposed works were better characterised as refurbishment and refit of parts of the complex, not substantial repair, renovation or reconstruction of the building within s 35. The statements by Mr Salter did not create a promissory estoppel, the notices were properly...

Court Disposition

Application by Citadin dismissed; application by Eddie Azzi Australia Pty Limited upheld; costs application dismissed.

Orders

  • ['Declare that Citadin Pty Limited is not entitled to terminate the leases of Eddie Azzi Australia Pty Limited (3796213 L) and General Pants Co. Pty Limited (3696200 D) pursuant to Demolition Notice dated 28 November 2000.' 'The application by Citadin is dismissed.' 'The application for costs is dismissed.']