The High Court has allowed the appeals in several related matters on duties payable on land. Following sales of various parcels of land in Melbourne’s Docklands, the Commissioner of State Revenue assessed the stamp duty payable on those parcels based on the value of the land as well as additional amounts that the developers had agreed to pay to VicUrban in return for infrastructure development. The VSCA allowed Lend Lease’s appeal, holding that the additional amounts were not subject to stamp duty because they were not consideration for the sale of the land or an encumbrance on that sale: the development agreement could not be ‘blurred’ with together with the payment for the land.

The appeal to the High Court turned solely on the question raised by s 20(1)(a) of the Duties Act 2000 (Vic): what is ‘the consideration … for the dutiable transaction (being the amount of a monetary consideration or the value of a non-monetary consideration)’ for each of the dutiable transactions? The Court unanimously held that the Commissioner could assess the stamp duty on specific land sale contracts as well as those made under development agreements, assessed as single, integrated and indivisible transaction. The Court held that nothing turned on whether the land was developed or undeveloped when it was transferred: while its condition would affect its market value (relevant to s 20(1)(b)), the Commissioner made the assessment under s 20(1)(a) ‘on the basis that, in these cases, the consideration “for” the transfer was greater than the market value of the Land in its then condition’ (at [44]). In examining consideration ‘for’ the transaction, the court looks to what was received by the vendors that would cause them to transfer to the purchaser, as stipulated in the agreement between them ([49]). Contrary to the Court of Appeal, the High Court held that what was received was the payment of the total sum owed for each stage of the development: ‘Each transaction of transfer was a “single, integrated and indivisible” transaction. It was not to be divided as it was by the Court of Appeal’ (at [62]). The Court then evaluated each of the particular assessments and held that the Commissioner was correct in including each in assessing the stage and land payments. (Two matters relating to the ‘Grand Plaza Retention Amount’ are to be reassessed by the Commissioner: see [66].)