Leasing
A lease is one of the most important — and most expensive — contracts a business or property owner will ever sign. Our Bondi-based lease lawyers act for landlords and tenants across Sydney on retail, commercial and industrial leases, with fixed fees wherever possible and a focus on protecting your long-term position under the Retail Leases Act 1994 (NSW) and the Conveyancing Act 1919 (NSW).
How our lease lawyers can help
We act for landlords, tenants, franchisors and franchisees on every stage of the leasing process:
- Drafting leases — retail, commercial and industrial
- Reviewing leases on behalf of tenants before signing
- Negotiating commercial terms — rent, incentives, options, exit
- Preparing Lessor Disclosure Statements (s11 Retail Leases Act)
- Assignment and sublease consents
- Lease variations, extensions and renewals
- Rent review disputes — market reviews and CPI reviews
- Make-good and end-of-lease disputes
- Lease terminations and surrenders
- NCAT Retail Leases List representation
Retail leases vs commercial leases — the key difference
In NSW, the regime that applies to your lease depends on what the premises are used for:
Retail leases
Premises used wholly or predominantly for the sale or hire of goods, or supply of services to the public, are governed by the Retail Leases Act 1994 (NSW). The Act imposes significant protections for tenants, including:
- Mandatory Lessor Disclosure Statement at least 7 days before the lease is entered (s11)
- Minimum 5-year term (including options) under s16 — unless waived by lawyer's certificate
- Restrictions on passing through certain outgoings
- Compulsory market rent review procedure (s19)
- Mediation through the NSW Small Business Commission before NCAT
Commercial and industrial leases
Office, warehouse and industrial premises generally fall outside the Retail Leases Act and are governed primarily by the Conveyancing Act 1919 (NSW) and common law. These leases offer landlords more flexibility but tenants fewer statutory protections — making careful drafting and review even more important.
For tenants — what to check before signing
The vast majority of lease disputes we see could have been prevented at the drafting stage. Before signing, we review:
- Rent and rent reviews — fixed increases, CPI, market reviews, or hybrid formulas
- Outgoings — what you are paying on top of rent (rates, levies, insurance, management fees)
- Term and options — including option exercise deadlines and consequences of missing them
- Permitted use — narrowly defined uses can limit your business and damage resale value
- Make-good obligations — these can run to tens of thousands of dollars at the end of the term
- Personal guarantees and bank guarantees — most landlords require both
- Assignment and sublease provisions — critical if you ever sell the business
- Default and termination rights — and whether the landlord can re-enter without notice
For landlords — protecting your investment
For property owners and investors, we prepare lease packages that protect your asset and minimise default risk, including:
- Tailored lease drafting (not "off-the-shelf" templates)
- Lessor Disclosure Statements for retail leases
- Bank guarantee and security deposit clauses
- Director's personal guarantees
- Make-good and reinstatement provisions
- Rent review and outgoings recovery clauses
- Default, re-entry and recovery mechanisms
Lease disputes
We also act in disputes once a lease is on foot, including:
- Rent review disagreements (especially market rent reviews under s19)
- Outgoings disputes — recovery and audit rights
- Make-good and end-of-lease claims
- Breach of essential terms and termination disputes
- Assignment refusals — challenging unreasonable withholding of consent
- Bank guarantee calls and unpaid rent recovery
- Representation at NSW Small Business Commission mediation and the NCAT Retail Leases List
Fixed-fee leasing services
We offer fixed-fee pricing wherever possible — including for most retail and commercial lease reviews and standard drafting work. Disputed or complex matters move to transparent hourly billing, with the scope and likely cost discussed openly at the outset. Pricing is always confirmed in writing before any work begins.
Frequently asked questions
Do I need a lawyer to review a commercial lease?
Strongly recommended. A commercial or retail lease is typically a 3 to 10-year financial commitment worth hundreds of thousands of dollars. Standard lease forms favour the landlord, and seemingly minor clauses (make-good, rent review formulas, permitted use) can have significant financial consequences. A fixed-fee review usually pays for itself many times over.
What is a Lessor Disclosure Statement?
Under section 11 of the Retail Leases Act 1994 (NSW), a landlord of retail premises must give the prospective tenant a written Disclosure Statement at least 7 days before the lease is entered into. It sets out key commercial terms — rent, outgoings, term, permitted use and incentives. If the Disclosure Statement is missing, incomplete or misleading, the tenant may have a right to terminate the lease within 6 months.
Is my lease a "retail" lease under the Retail Leases Act?
Generally, yes — if the premises are used wholly or predominantly for the sale or hire of goods, or the retail provision of services to the public. There are exclusions (premises over 1,000m², listed companies, certain industries). The classification matters because the Retail Leases Act imposes significant tenant protections that do not apply to ordinary commercial leases.
What is a "make-good" clause and how much can it cost?
A make-good clause requires the tenant to return the premises to a specified condition at the end of the lease — often "bare shell" or "original condition". Make-good costs can range from a few thousand dollars to over $100,000 for fit-outs. We negotiate to limit make-good obligations at the drafting stage, and to settle make-good claims commercially at the end of the lease.
Can a landlord refuse to consent to an assignment of lease?
Most leases require the landlord's consent to assignment, but that consent cannot be unreasonably withheld in most cases. For retail leases, the Retail Leases Act sets out specific procedures and limited grounds on which a landlord can refuse. If consent is refused unreasonably, the tenant can challenge the refusal at NCAT.
How does a rent review work?
Common rent review mechanisms include: fixed annual increases (e.g. 4% per year), CPI-linked increases, market rent reviews (where an independent valuer determines current market rent), or hybrid formulas. Market reviews under the Retail Leases Act follow a strict procedure (s19) — and ratchet clauses (which prevent rent ever going down) are prohibited for retail leases.
How much does a lease review cost?
Most commercial and retail lease reviews are completed on a fixed fee, depending on lease complexity and length. We confirm the fee in writing before commencing. Complex multi-party or franchise leases may move to transparent hourly billing — always discussed upfront.
Need broader contract advice? See our Contract Law page. Moving into a retirement village or aged care facility instead? See our Aged Care Contract Review page.
Talk to a lease lawyer today
Whether you're signing your first commercial lease or managing a portfolio of properties, we can help you understand the terms, negotiate the deal and protect your position.
First 30 minutes free for new clients.
Call 1300 344 960