Commercial tenant rights in NSW are governed by your lease agreement, the Conveyancing Act 1919 (NSW), and the Retail Leases Act 1994 (NSW). Learn about quiet enjoyment, Section 129 notices, peaceable re-entry, rent reviews, make good obligations, and dispute resolution options.
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Key Commercial Tenant Rights at a Glance
Right | What It Means |
Quiet Enjoyment | Use the premises without unreasonable interference from the landlord |
Notice of Breach | For non-rent breaches, the landlord must serve an S129/S146 notice with a minimum of 14 days to remedy |
Relief Against Forfeiture | Right to apply to the court to restore your lease if you can remedy the breach |
Disclosure (Retail Only) | Right to disclosure statement at least 7 days before signing |
Fair Rent Reviews (Retail) | No ratchet clauses; rent can decrease in market reviews |
Assignment Rights | A landlord cannot unreasonably withhold consent to transfer the lease |
Retail vs Non-Retail Commercial Leases: Critical Differences
Your rights as a commercial tenant depend significantly on whether your lease is classified as a retail lease under the Retail Leases Act 1994 (NSW) or a general commercial lease governed by common law and the Conveyancing Act 1919 (NSW).
When Does the Retail Leases Act Apply?
The Retail Leases Act 1994 (NSW) applies to your lease if:
- The premises are used wholly or predominantly for a retail business (shops, cafes, hairdressers, gyms, etc.)
- The premises are under 1,000 square metres in floor area
- The lease term is at least 5 years (including options)
Excluded from the Act: Leases over 1,000 sqm, leases for 25+ years, premises in office towers (above ground floor), warehouses, and industrial premises.
Protection | Retail Lease | Non-Retail Lease |
Disclosure Statement | Required 7+ days before signing | Not required |
Ratchet Clauses | PROHIBITED | Permitted (check your lease) |
Security Bond | Must be lodged with the government | The landlord holds directly |
Outgoings Disclosure | Annual estimates + reconciliation | Per lease terms only |
Demolition Notice | 6 months + fit-out compensation | Per lease terms |
Dispute Resolution | NCAT + Small Business Commissioner | Court action (more expensive) |
Right to Quiet Enjoyment
The covenant of quiet enjoyment is implied into all commercial leases (and often expressly stated). It means your landlord cannot interfere with your use and occupation of the premises, provided you comply with the lease terms.
Quiet enjoyment protects you from:
- Unreasonable or excessive visits by the landlord
- Actions that interfere with your business operations
- Harassment, intimidation, or threats
- Blocking access to the premises
- Failing to maintain common areas (in shopping centres)
Note: “Quiet enjoyment” does not mean silence. It refers to peaceful, undisturbed possession. Your landlord can enter for inspections or repairs with reasonable notice as specified in your lease (typically 24-48 hours for non-emergencies)
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Commercial Tenant Eviction Rights in NSW
Commercial eviction laws are very different from residential tenancy laws. There is no equivalent of the Residential Tenancies Act for commercial tenants. Your rights are governed by your lease agreement, the Conveyancing Act 1919 (NSW), and common law.
The Two Eviction Pathways
Reason | Process Required | Your Rights |
Non-Payment of Rent | Landlord MAY be able to re-enter peaceably (change locks) WITHOUT court order – check your lease for forfeiture clause and grace period | Apply to court for relief against forfeiture (pay arrears + costs + landlord’s expenses) |
Other Breaches (not rent) | Landlord MUST serve Section 129 notice (Conveyancing Act), giving a minimum of 14 days to remedy | Minimum 14 days to remedy breach; apply for relief against forfeiture if lease is terminated |
Section 129 Notice (Default Notice)
Under Section 129 of the Conveyancing Act 1919 (NSW), before a landlord can forfeit your lease for breach (other than non-payment of rent), they must serve a formal notice that:
- Specifies the breach: exactly which lease condition you have breached
- Requires you to remedy it: if the breach is capable of being remedied
- Requests compensation: if the landlord has suffered loss
- Gives you at least 14 days to remedy the breach (often called a “Section 146 notice” referring to the UK equivalent)
Your Protection: If the landlord fails to serve a valid S129 notice, or does not give you the required 14 days to remedy, any termination may be invalid, and you can challenge it in court.
Relief Against Forfeiture
Even if your landlord lawfully terminates your lease, you have the right to apply to the court for relief against forfeiture. This is essentially asking the court to restore your lease.
The court has broad discretion and will consider:
- Whether the breach can be remedied (e.g., paying arrears)
- Your conduct and willingness to remedy
- The landlord’s losses and whether compensation is adequate
- Whether granting relief would be fair to both parties
Act Quickly: If you have been locked out or received notice of termination, seek legal advice immediately. Time limits apply to relief applications, and delay can prejudice your case.
Rent Reviews and Increases
Commercial rent is not regulated by law; the amount and review mechanism are negotiated between landlord and tenant and specified in the lease.
Common Rent Review Methods
Method | How It Works | Tenant Implications |
CPI Review | Rent increases annually by the Consumer Price Index | Most predictable; tracks inflation; generally fair to tenants |
Fixed Percentage | Rent increases by an agreed percentage (typically 3-4%) annually | Predictable; may exceed inflation; favours the landlord in low-inflation periods |
Market Review | Rent adjusted to current market rates by the valuer | Can go UP or DOWN – watch for ratchet clauses |
Make Good Obligations
At the end of your lease, you will typically be required to return the premises to the landlord in a specific condition. This is known as your “make good” obligation and can be a high cost if not properly understood.
Common Make Good Requirements
- Remove all fixtures and fit-out you installed during the tenancy
- Repair any damage beyond fair wear and tear
- Return the premises to base building condition (or as specified in the lease)
- Make good any penetrations through walls, floors, and ceilings
- Repaint if required by your lease
Tip: Negotiate and make good obligations carefully before signing. Consider including a clause that allows you to leave the fit-out in place if the landlord agrees, or capping the make-good cost. Obtain a condition report at the start of your tenancy to document the premises’ original state.
Key Legislation for Commercial Tenants in NSW
Legislation | What It Covers |
Retail Leases Act 1994 (NSW) | Primary legislation for retail shop leases (<1,000sqm). Disclosure, ratchet prohibition, bond protection, and NCAT access. |
Conveyancing Act 1919 (NSW) | Section 129: Notice requirements before forfeiture for breach. Lease formalities, covenants, relief against forfeiture. |
Real Property Act 1900 (NSW) | Registration of leases over 3 years. Unregistered leases only create an equitable (weaker) interest. |
Australian Consumer Law | Prohibits misleading or deceptive conduct in lease negotiations. May apply to unfair contract terms. |
Dispute Resolution Options
Commercial lease disputes may be resolved through mediation, tribunal proceedings, or court action, depending on whether the lease is retail or non-retail and the nature of the dispute.
For Retail Lease Tenants
Retail lease disputes in NSW are governed by the Retail Leases Act 1994 (NSW). Before commencing most formal proceedings, parties are generally required to attempt mediation through the NSW Small Business Commissioner. This is a low-cost and structured dispute resolution process aimed at resolving disputes without litigation. If mediation does not resolve the dispute, retail tenants may apply to the NSW Civil and Administrative Tribunal (NCAT), which has jurisdiction to hear most retail lease matters. For disputes outside NCAT’s jurisdiction or exceeding its monetary limits, proceedings may be commenced in the Local or District Court.
For Non-Retail Commercial Tenants
Non-retail commercial lease disputes are not governed by the Retail Leases Act and are generally resolved through negotiation, private mediation (if agreed), or court proceedings. Depending on the value and complexity of the dispute, matters may be heard in the Local Court, District Court, or Supreme Court of NSW. In some circumstances, parties may be required to obtain certification from the Small Business Commissioner before commencing certain enforcement actions.Because non-retail tenants do not have access to NCAT protections, early legal advice is particularly important.
Why Choose CMI Legal for Commercial Tenancy Disputes?
At CMI Legal, our commercial law specialists have extensive experience representing both landlords and tenants in commercial lease disputes across NSW. We understand the nuances of both retail and non-retail leases, the critical importance of proper notice procedures, and the options available to you when things go wrong.
We can help with: Lease review before signing, breach notices and eviction defence, NCAT and court representation, rent review disputes, make good negotiations, and relief against forfeiture applications.
Frequently Asked Questions
What rights do commercial tenants have in NSW?
Commercial tenants in NSW have rights, including quiet enjoyment, receiving a valid Section 129 notice NSW before eviction for non-rent breaches (with at least 14 days to remedy), relief against forfeiture, and assignment with consent. Retail tenants receive additional protections under the Retail Leases Act 1994 (NSW).
Can a commercial landlord lock me out without a court order?
Yes, in certain situations. Commercial landlords may exercise peaceable re-entry for non-payment of rent if the lease contains a forfeiture clause. For other breaches, a Section 129 notice NSW must be served. Urgent legal advice is essential in commercial eviction disputes.
What is a Section 129 notice?
A Section 129 notice NSW, under the Conveyancing Act 1919 (NSW), is a formal notice landlords must issue before forfeiting a lease for non-rent breaches. It must specify the breach, allow at least 14 days to remedy, and request compensation if applicable.
What is relief against forfeiture?
Relief against forfeiture in NSW is a court remedy restoring a terminated commercial lease. Courts may grant relief where the breach can be remedied, such as payment of arrears and costs. Prompt action is critical, as delay may affect your legal rights.
What is a ratchet clause, and is it legal?
A ratchet clause prevents rent from decreasing during market reviews, even if market rent falls. Ratchet clauses are prohibited under the Retail Leases Act 1994 (NSW) but remain lawful in non-retail commercial leases. Always review lease terms carefully before signing.
Does the Retail Leases Act apply to my lease?
The Retail Leases Act 1994 (NSW) applies where premises are used predominantly for retail business, are under 1,000 square metres, and the lease term is at least five years, including options. It excludes large premises, long-term leases, office towers, warehouses, and industrial properties.
What are the good obligations?
Good obligations require commercial tenants to return premises to a specified condition at lease expiry. This often includes removing fit-out, repairing damage beyond fair wear and tear, and restoring base building condition. These obligations can be costly if not negotiated properly.
How do I resolve a dispute with my commercial landlord?
Retail tenants may access mediation through the NSW Small Business Commissioner and apply to NCAT. Non-retail commercial tenants generally rely on negotiation, private mediation, or court proceedings. Early legal advice helps protect your commercial tenant rights in NSW.
Do I need to register my commercial lease?
Under the Real Property Act 1900 (NSW), commercial leases exceeding three years should be registered. An unregistered lease creates only an equitable interest, which may not protect you against third parties such as purchasers or mortgagees.
What should I check before signing a commercial lease?
Review renewal options, rent review mechanisms, ratchet clauses, repairs and outgoings, assignment rights, make good obligations, forfeiture clauses, and mortgagee consent. A lawyer experienced in commercial lease review in NSW can identify risk areas before you commit.
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Joe Shi
10:53 10 Mar 26
Tina Tang is doing excellent service job as a profesional lawer and provide valued information about property purchase issue.Thank you so much,we are appreciated to your skilled help and hope to cooperate with your esteemed company,current residential living apartment 506/2-4 Culworth Ave Killara should be put in market,we hope Tina Tang will provide support as well.thank you so much.
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22:10 18 Feb 26
Ying Wan
08:39 10 Feb 26
We had an excellent experience with CMI Legal during our property purchase. The team was highly professional, detail-oriented, and extremely knowledgeable throughout the entire process. They carefully reviewed all contracts, clearly explained potential risks, and provided practical advice at every stage, which gave us great peace of mind. Communication was prompt and clear, and they were always patient in answering our questions. Their efficiency and attention to detail made what could have been a stressful process smooth and well-managed. We would confidently recommend CMI Legal to anyone looking for reliable and trustworthy conveyancing and legal services, with special thanks to Tina for her professionalism, patience, and exceptional support throughout the process.
郭小姐
23:49 27 Jan 26
Attorney Tina was professional and patient; I am very grateful for her legal assistance during my home sale process.
Solutions NovaBuild
19:57 22 Jan 26
John and Tina are the best! I just had another settlement through them. Everything was so smooth and they are reminding you every step for the key points.
P W
12:00 28 Nov 25
I recently used CMI and worked with Tina for my property settlement. Tina was extremely helpful, patient and very professional throughout the entire process. She explained everything clearly, kept me updated at every step and made the whole experience smooth and stress-free. I couldn’t have asked for a better lawyer. Highly recommend Tina and the CMI team!
Andy Hsieh
00:31 27 Nov 25
I’ve been incredibly lucky to have Tina as my solicitor. She has been outstanding throughout the entire contract exchange and settlement process. She is always the first to respond, timely, and extremely efficient. Her attention to detail is exceptional, and she consistently makes sure everything is in the buyer’s best interest. Super attentive, helpful, and genuinely caring. I wouldn’t hesitate to recommend Tina to anyone looking for reliable and professional legal services.
David Lin
11:41 23 Nov 25
Many thanks to Senior Lawyer Tina Tang for helping me handle the sale of my property in Sydney. She liaised with the real estate, banks and buyers broker and explained everything well and handled the sale meticulously.Her professional ability, experience and sense of responsibility are trustworthy. I recommend Tina and CMI for anyone looking for support in real estate sales.
David Lin
David Lin
Denis Lebrun
00:14 21 Nov 25
John Zhang has been absolutely great in helping me with my EOI and application for a skilled visa in Australia. On both calls I've had with John, I have had a multitude of questions for him which he answered in depth and gave me all the information I required. He really has a great amount of knowledge and I would highly recommend him and the CMI legal team for their efficiency and professionalism.
Jing LI
03:22 30 Sep 25
I was very fortunate to have Tina TANG from CMI as my conveyancing solicitor for the recent sale of my property. She demonstrated exceptional professionalism and dedication throughout the entire process — from preparing the contract, exchanging contracts, right through to settlement. What impressed me the most is that even after settlement, she continued to go above and beyond to assist me as the vendor, making sure everything was properly taken care of.
Her diligence, patience, and attention to detail gave me great peace of mind and took away a lot of the stress of selling a property. I would highly recommend her to anyone looking for a reliable, professional, and truly supportive conveyancing solicitor. ⭐⭐⭐⭐⭐
Her diligence, patience, and attention to detail gave me great peace of mind and took away a lot of the stress of selling a property. I would highly recommend her to anyone looking for a reliable, professional, and truly supportive conveyancing solicitor. ⭐⭐⭐⭐⭐
Sabrina Ng
06:57 12 Aug 25
Outstanding service from start to finish. Tina Tang handled my unit's sales contract with exceptional professionalism. Communication was always clear and prompt, making the whole process smooth and stree free. I highly recommand Tina to anyone seeking a reliable and knowledgeable solicitor.
Max Swan
22:16 01 Jul 25
I’ve had an incredibly positive experience working with John & Winnie on my matter. From start to finish, they have been professional, knowledgeable, and genuinely supportive throughout what’s been a stressful time for me.
They explained every step of the process clearly, responded promptly to any questions I had, and made complicated situations feel a lot more manageable. I felt like I was in good hands the entire time, and their calm, confident approach really helped me stay grounded.
Highly recommend CMI services to anyone needing immigration or legal assistance — couldn’t be more grateful.
Thanks again!
They explained every step of the process clearly, responded promptly to any questions I had, and made complicated situations feel a lot more manageable. I felt like I was in good hands the entire time, and their calm, confident approach really helped me stay grounded.
Highly recommend CMI services to anyone needing immigration or legal assistance — couldn’t be more grateful.
Thanks again!
danny
11:57 26 Jun 25
As an old customer of CMI, this year is already the 8th year. Special thanks to attorney John and attorney Tina for carefully answering our various questions, providing a lot of professional advice and help, allowing us to easily complete each transaction.
Vivien Lu
01:39 23 May 25
Tina was a great lawyer - she was always incredibly knowledgeable, answered all questions promptly, and very friendly. Would recommend Tina!
Zhiyi LI
04:58 14 Mar 25
Jeremy Tong
22:32 20 Sep 24
Tina was a great help in guiding us through our first home buying experience. She gave us a lot of great explanations and advice from initial discussion of the process through every step until successful settlement. Communication and resolution of issues was prompt and professional.
Yun Jung Hsieh
05:56 12 Aug 24
Tina is a fantastic lawyer. her responses to my queries were thorough and timely, and impeccable organizational skills! Truly appreciated her clear and consistent communcation througout the entire property-purchasing process. she handled everything with profressionalism and expertise, making what could have been a stressful experience much smoother. Highly recommend!
Jeena Jung
05:04 06 Aug 24
We had the pleasure of working with Tina as our solicitor for our first home purchase, and we couldn’t have been in better hands. She carefully explained every step of the process, guiding us through what initially felt overwhelming and unfamiliar. Buying off the plan made us particularly cautious, especially when it came to reviewing legal documents. Tina’s meticulous approach put us at ease—she ensured we both clearly understood each aspect, taking the time to highlight and reorganise information to make it more accessible. Her dedication and professionalism made the entire experience far less daunting, and we’re truly grateful for her support.
Keyu Jiang
10:03 05 Aug 24
John and Tina have provided great professional legal service since 2017 for me.
Ian Pereira
09:18 04 Jul 24
I realised that I hadn’t left a review for my dealings with CMI legal. I had dealt with them a few months ago, but an epiphany made me come and leave a review.
5 stars is insufficient to express their work. We were working Dee and she is an amazing and thorough professional. She goes above and beyond and explains matters that makes you understand things really well. Thank you Dee for your amazing work.
5 stars is insufficient to express their work. We were working Dee and she is an amazing and thorough professional. She goes above and beyond and explains matters that makes you understand things really well. Thank you Dee for your amazing work.
