Can a Tenant Obtain an Injunction to Reinstate Occupation After a Landlord's Re-entry, Following Rent Arrears Withheld Due to a Claim of Equitable Set-off for Water Ingress?

Retail Lease: Interlocutory Injunction to Restore Possession After Forfeiture, Conditional on Relief Against Forfeiture, Amidst Equitable Set-Off Claims

Introduction
Based on the authentic Australian judicial case STG Dental Pty Ltd v Mannerside Holdings Pty Ltd (Building and Property) [2025] VCAT 842, this article disassembles the Court’s judgment process regarding evidence and law. It transforms complex judicial reasoning into clear, understandable key point analyses, helping readers identify the core of the dispute, understand the judgment logic, make more rational litigation choices, and providing case resources for practical research to readers of all backgrounds.

Chapter 1: Case Overview and Core Disputes

Basic Information:

Court of Hearing: Victorian Civil and Administrative Tribunal (Building and Property List)
Presiding Judge: Deputy President E Riegler
Cause of Action: Application for Interlocutory Injunction
Judgment Date: 22 September 2025

Core Keywords:

Keyword 1: Authentic Judgment Case
Keyword 2: Retail Leases Act 2003 (Vic)
Keyword 3: Interlocutory Injunction
Keyword 4: Equitable Set-off
Keyword 5: Relief Against Forfeiture
Keyword 6: Landlord and Tenant

Background:

This case involves a dispute between a landlord, Mannerside Holdings Pty Ltd (the Respondent), and a tenant, STG Dental Pty Ltd (the Applicant), concerning the lease of retail premises used as a dental surgery. The landlord alleged that the tenant was in arrears for rent and outgoings and, following a Notice of Default, re-entered and forfeited the lease. The tenant subsequently sought an interlocutory injunction to regain possession of the premises, arguing it had an equitable right to set off its losses against the alleged arrears due to water ingress issues in the property.

Core Disputes and Claims:

The legal focus of the dispute centred on several key questions:
1. Whether there was a serious question to be tried regarding the tenant’s entitlement to an equitable set-off against rent and outgoings in arrears.
2. The impact of a “no deductions” clause in the lease on the tenant’s rights, particularly concerning section 52 and section 94 of the Retail Leases Act 2003 (Vic).
3. Whether an equitable set-off could prevent an order for possession once the lease had already been lawfully terminated by the landlord’s re-entry.
4. Whether the balance of convenience favoured granting an interlocutory injunction to restore the tenant’s possession of the premises.

The Applicant sought an interlocutory injunction compelling the Respondent to allow it to reoccupy the premises, pending the final hearing of the substantive issues. The Respondent argued that the lease was lawfully terminated, and the injunction sought was too late.

Chapter 2: Origin of the Case

The relationship between Mannerside Holdings Pty Ltd (the Landlord) and STG Dental Pty Ltd (the Tenant) began with the leasing of retail premises for a dental surgery located at 109 Main Road, Lower Plenty, Victoria, 3093. The Lease, dated 25 July 2025, outlined the terms of this arrangement. Over time, a significant conflict emerged concerning the payment of rent and outgoings.

The conflict’s genesis lay in the Tenant’s claim that it was unable to fully use the premises for its permitted purpose due to substantial water ingress. This issue, the Tenant contended, led to restricted operations of the dental surgery and incurred losses. The Tenant ceased paying a portion of its rent and outgoings from April 2023 to June 2025, accumulating arrears. While the Landlord later undertook roof replacement works in May 2025, which arrested the water ingress, the financial dispute persisted.

The decisive moment leading to litigation occurred on 4 August 2025 when the Tenant received a Notice of Default from the Landlord’s solicitors. This notice alleged that the Tenant had failed to pay rent of AUD $179,467.89 and outgoings of AUD $5,829.06. On 22 August 2025, following the issuance of this notice, the Landlord re-entered the premises and purported to forfeit the Lease. It was on the very same day, after the Landlord’s re-entry, that the Tenant filed its application with the Tribunal seeking an interlocutory injunction. The Tenant aimed to compel the Landlord to reinstate its occupation of the premises, pending the final determination of the underlying dispute regarding the alleged arrears and the validity of the set-off claim.

Chapter 3: Key Evidence and Core Disputes

Applicant’s Main Evidence and Arguments:

Evidence of Water Ingress: The Applicant presented several expert reports detailing defects in the roof cladding and roofing plumbing. These reports provided a factual basis for the problems associated with water ingress at the premises.
Affidavit Material: Affidavits from the Applicant’s director were submitted, outlining the restricted use of the premises and the loss and damage suffered by the Applicant due to the water ingress. The evidence quantified the losses, including those related to the repair of damaged dental equipment.
Argument for Equitable Set-off: The Applicant contended that the loss and damage it suffered far exceeded the amount of rent and outgoings in arrears. It argued that it was entitled to set off these losses against the outstanding rent and outgoings.
Challenge to “No Deductions” Clause: The Applicant relied on Tribunal precedent, particularly AMTB Pty Ltd v Chan, to argue that a “no deductions” clause in the lease could not impeach a tenant’s right to rely on section 52 of the Retail Leases Act 2003 (Vic) and, by extension, its right to an equitable set-off.
Lease Termination Argument: The Applicant submitted that if the Landlord had no right to terminate the lease, the purported termination or forfeiture would constitute a repudiation of the Landlord’s obligations. As the Applicant had not accepted this repudiation and remained ready, willing, and able to perform its obligations, the lease should not be considered at an end.

Respondent’s Main Evidence and Arguments:

Challenge to Equitable Set-off: The Respondent argued that the “no deductions” clause in the lease explicitly prevented the Tenant from setting off any loss and damage against rent and outgoings in arrears.
Distinguishing Precedent: The Respondent sought to distinguish AMTB Pty Ltd v Chan, arguing that in the current proceeding, there was no evidence of the premises’ condition prior to the lease, making it impossible to ascertain if defects were pre-existing and thus outside the scope of section 52 of the RLA.
Proportionality of Abatement: The Respondent contended that even if abatement was permissible, the evidence indicated only a partial reduction in the use of the premises (one or two consulting rooms), not a total inability to operate. Therefore, a complete abatement of rent and outgoings was unjustified.
Invalidity of Default Notice (Overstatement): The Respondent referred to legal principles that an overstated amount in a default notice does not necessarily invalidate the notice if some amount remains unpaid and unremedied.
Timeliness of Injunction Application: The core of the Respondent’s argument was that the Landlord’s re-entry and forfeiture of the lease occurred prior to the filing of the interlocutory injunction application. Citing Qian Long Zan Pty Ltd v Ka Yan Butt No 2, the Respondent argued that it was “now too late” for the Tenant to seek an injunction to prevent something that had already lawfully occurred.
Unliquidated Damages vs. Liquidated Sums: The Respondent distinguished the Applicant’s claims as potentially “unliquidated damages,” suggesting a different treatment than liquidated sums in equitable set-off scenarios, referencing the discussion in AMTB Pty Ltd v Chan regarding C & A Delaveris Pty Ltd v Bretair Pty Ltd.

Core Dispute Points:

The central points of disagreement revolved around:
1. The enforceability and scope of the “no deductions” clause in the lease versus the tenant’s statutory rights under the Retail Leases Act 2003 (Vic) and common law principles of equitable set-off.
2. The effect of the landlord’s re-entry and forfeiture on the availability of an interlocutory injunction when the application for such relief was filed after the termination event.
3. The quantum and nature of the tenant’s alleged losses and damages (liquidated vs. unliquidated) and their capacity to be set off against rent arrears.
4. Whether the non-payment of any rent, even if an overstated amount was demanded, justified the termination of the lease.

Chapter 4: Statements in Affidavits

In this case, both parties meticulously constructed their legal statements through affidavits, combining factual accounts with supporting evidence. The Applicant’s affidavits, primarily from its director, detailed the specific issues of water ingress, the resulting restricted use of the dental surgery premises, and a quantification of the financial losses incurred, including costs for repairing damaged dental equipment. These statements sought to establish the causal link between the premises’ defects and the Applicant’s financial detriment, laying the groundwork for an equitable set-off claim. The detailed descriptions of specific expenditures aimed to demonstrate that these losses were not merely speculative but rather direct and tangible.

Conversely, the Respondent’s affidavit material, including an affidavit from Wassam Tossoun, presented a narrative aimed at undermining the Applicant’s claim for a full abatement of rent. The Respondent’s statements focused on demonstrating that only a portion of the premises was impacted by water ingress, thereby challenging the justification for not paying any rent and outgoings over the relevant period. These affidavits also provided the factual basis for the Landlord’s right to re-enter and forfeit the lease, asserting that rent and outgoings were undeniably in arrears at the time of termination.

The strategic intent behind the Deputy President’s procedural directions regarding the affidavits, particularly in an interlocutory injunction hearing, is to rapidly distil the core factual matrix and assess the strength of each party’s arguable case without conducting a full evidentiary trial. The Court scrutinises the affidavits to identify genuine disputes of fact, the nature of the alleged losses, and whether the evidence presented is sufficient, even if challenged, to raise a serious question for trial. The comparison of how each party’s affidavit material frames the same events—for instance, the extent of the water ingress or the operability of the premises—is crucial in revealing the strategic positioning and the contested “facts” that differentiate their cases. The Deputy President’s approach ensures that the Court focuses on the evidential foundation of the claims and counter-claims, guiding the determination of whether the legal thresholds for injunctive relief are met.

Chapter 5: Court Orders

In the interim proceedings, prior to the final hearing of the substantive dispute, the Tribunal issued specific procedural orders and directions. These orders were designed to manage the immediate impact of the lease forfeiture and to facilitate the progression of the case:

Undertaking as to Damages: The Applicant was required to provide an undertaking to abide by any order the Tribunal might make regarding damages suffered by the Respondent if the Tribunal later found the injunction was improperly granted. This is a standard requirement in interlocutory injunctions to protect the enjoined party.
Reinstatement of Occupation: Subject to the Applicant’s undertaking, the Respondent was ordered to reinstate the Applicant’s occupation of the premises.
Application for Relief Against Forfeiture: The reinstatement order was made conditional upon the Applicant filing an application for relief against forfeiture within seven days of receiving the orders. The order explicitly stated that the reinstatement would not come into effect unless this condition was met.
Scope of Restraint: The order clarified that the injunction would not prevent the Respondent from exercising other rights under the lease, except for those specifically related to the matters detailed in the Notice of Default dated 4 August 2025. This limited the scope of the injunction to the core dispute of rent arrears and set-off.
Costs: The issue of costs for the interlocutory injunction hearing was reserved, meaning a decision on costs would be made at a later stage, likely after the final determination of the substantive application.

Chapter 6: Hearing Scene: Ultimate Showdown of Evidence and Logic

The interlocutory injunction hearing provided the stage for a critical confrontation of the evidence and legal arguments presented by both parties. The Applicant, represented by Mr Donald of counsel, meticulously presented its case for an equitable set-off against the alleged rent and outgoings arrears. Through the cross-examination of witnesses and the detailed presentation of affidavit material and expert reports, the Applicant sought to establish the severity of the water ingress, the resultant restrictions on its dental surgery operations, and the significant financial losses incurred, including specific costs for repairing damaged dental equipment. Mr Donald emphasised that these losses far exceeded the arrears, thereby extinguishing any debt.

The Respondent, through Mr B Parker of counsel, vigorously challenged the Applicant’s assertions. Mr Parker probed inconsistencies in the evidence, particularly questioning the extent to which the entire premises were unusable and whether the claimed losses were fully substantiated or purely unliquidated. The core of the Respondent’s defence revolved around the “no deductions” clause in the lease, arguing it contractually precluded any set-off, and crucially, the timing of the Landlord’s re-entry.

The Deputy President, E Riegler, closely scrutinised the evidence presented, weighing the credibility of the affidavits and the logical consistency of the arguments. The Court’s role was not to make final determinations of fact but to assess whether there was a “serious question to be tried” and where the “balance of convenience” lay.

In evaluating the legal implications of the “no deductions” clause and equitable set-off, the Deputy President referred to relevant precedents:

“It seems to me arguable first, that the withholding or at least delay of the payment of rent was justified and secondly, that there were no threats of legal action which could be regarded as economic duress in the circumstances. It will be recalled that the covenant to pay rent under this lease was a covenant to pay ‘without deductions’. The authorities are not at one as to whether the inclusion of these words is sufficient to prevent any equitable set-off being relied upon to impeach the demand for rent. For the reasons which I gave in Wytell Pty Ltd v Glowinski [2006] VCAT 454 the balance of authority in Victoria favours the view that the words ‘without deduction’ exclude a tenant from relying upon equitable set-offs to impeach the demand for rent. Here, however, the covenant which the tenant alleged was being breached was one which in accordance with Section 25 of the 1998 Act as amended, the lease was ‘taken to provide’, that is, it was a statutory implied covenant. Section 47 of the 1998 Act provides that a provision in a retail lease is void to the extent that it claims to ‘exclude the application of any provision of this Act’. In my view, the inclusion of the words ‘without deduction’ in the covenant to pay rent is avoided by Section 47 to the extent that it limits the effect of the statutory implied covenant to repair would otherwise have, hence a breach of the repair covenant would be available as a set off in the present case.”

This statement from C & A Delaveris Pty Ltd v Bretair Pty Ltd, cited in the reasons, was determinative in establishing the serious question for trial regarding the viability of an equitable set-off. It highlighted the potential for statutory provisions to override contractual clauses that seek to limit a tenant’s rights, particularly regarding repair covenants and the associated ability to set off losses. The Deputy President recognised that despite the “no deductions” clause, there was an arguable case that the tenant’s rights under the Retail Leases Act 2003 (Vic) allowed for such a set-off.

However, a pivotal point in the hearing was the timing of the Landlord’s re-entry relative to the Tenant’s application for injunctive relief. The Deputy President considered the precedent set in Qian Long Zan Pty Ltd v Ka Yan Butt No 2, which asserted that once re-entry and forfeiture have already occurred, it is generally too late for an injunction to “undo what has already been done.” The Court grappled with this temporal dilemma, ultimately concluding that while the lease was indeed terminated by the Landlord’s re-entry, the existence of a serious question regarding the merits of a relief against forfeiture application shifted the balance towards granting conditional interlocutory relief.

Chapter 7: Final Judgment of the Court

The Tribunal ordered the following:

Upon the Applicant providing an undertaking to abide by any order regarding damages, the Respondent (Landlord) must reinstate the Applicant’s (Tenant’s) occupation of the premises located at 109 Main Road, Lower Plenty, Victoria, 3093.
The reinstatement order is conditional upon the Applicant making an application for relief against forfeiture within seven days of receiving these orders.
For the avoidance of doubt, the reinstatement order will not come into effect unless the Applicant files an application for relief against forfeiture within the stipulated seven days.
The reinstatement order does not prevent the Respondent from exercising other rights under the lease, except for those matters specifically forming the basis of the Notice of Default dated 4 August 2025.
The costs associated with this interlocutory injunction hearing were reserved for a later determination.

Chapter 8: In-depth Analysis of the Judgment: How Law and Evidence Lay the Foundation for Victory

Special Analysis:

This case presents a noteworthy example of judicial pragmatism in resolving a retail tenancy dispute where the landlord has already exercised its right of re-entry. While acknowledging the legal principle that an injunction cannot typically “undo” a completed forfeiture, the Tribunal issued an interlocutory injunction to restore possession, uniquely conditioning it on the tenant’s prompt application for relief against forfeiture. This approach effectively maintains the status quo to enable the tenant to pursue a statutory remedy that would otherwise be difficult or moot without immediate access to the premises. The decision highlights a strategic use of interlocutory relief to preserve the tenant’s business continuity and facilitate the fair determination of the broader dispute, especially given the unique vulnerability of retail tenants to business disruption. It serves as an important precedent for situations where timely action is critical, and the traditional “ship has sailed” argument might be mitigated by the availability and reasonable prospect of a subsequent statutory remedy.

Judgment Points:

The Tribunal’s ruling includes several specific and noteworthy judicial comments:
* Assessment of “Serious Question”: The Deputy President found a serious question to be tried that the Tenant would succeed in an application for relief against forfeiture, either for the full amount of rent and outgoings in arrears or a lesser sum commensurate with proven abatement rights. This demonstrates a willingness to look beyond the immediate arrears to the underlying dispute over set-off.
* Distinguishing Liquidated vs. Unliquidated Claims: While acknowledging the legal distinction between liquidated and unliquidated damages in set-off scenarios, the Tribunal considered that the Tenant’s claims included concrete expenses for dental equipment repair, thus not being wholly unliquidated. In an interlocutory setting, the Tribunal deemed it inappropriate to definitively rule on this complex point, preserving it for the substantive hearing.
* Conditional Injunction Post-Forfeiture: The most striking aspect is the issuance of a conditional injunction for reinstatement after lawful forfeiture. This is a pragmatic solution, explicitly linking the injunction to the initiation of a relief against forfeiture application. This avoids the harsh outcome of immediate business cessation for the tenant while ensuring the tenant actively pursues its substantive legal rights.

Legal Basis:

The Deputy President referred to several key statutory provisions and legal principles:
* Interlocutory Injunction Principles: The fundamental test applied was whether there is a serious question for trial and whether the balance of convenience favours granting the injunction. This draws from established High Court authority in Australian Broadcasting Corporation v O’Neill (2006) 227 CLR 57 and principles reaffirmed in Bradto Pty Ltd v State of Victoria (2006) 15 VR 65.
* Retail Leases Act 2003 (Vic):
* Section 52: This section pertains to the landlord’s duty to maintain the retail premises, which was central to the tenant’s claim of losses due to water ingress.
* Section 94: This section prohibits contracting out of the Act, which informed the argument that a “no deductions” clause could be void if it limited the effect of statutory implied covenants.
* Section 57: Referred to in footnotes, this section allows for rent abatement proportionate to any reduction in use of the premises due to damage or destruction.
* Equitable Set-off: The equitable doctrine allowing a tenant to set off claims against a landlord’s demand for rent, even in the presence of a “no deductions” clause, was a core legal principle examined.
* Relief Against Forfeiture: This equitable remedy, allowing a tenant to regain possession of premises despite lawful forfeiture, was identified as the primary avenue for the Tenant to ultimately resolve the dispute.

Evidence Chain:

The Deputy President’s conclusion that a serious question existed for trial was built upon a nuanced evaluation of the evidence:
* Water Ingress and Damages: The Applicant provided expert reports detailing roof defects and affidavits from its director quantifying losses, including repair costs for damaged dental equipment. This direct evidence of physical damage and financial outlay supported the claim for losses exceeding the arrears.
* Partial Usability: The Respondent’s evidence, though not entirely dismissing the water ingress, suggested that only “one or two consulting rooms” were affected, implying partial usability rather than total impossibility of operation. This created a factual dispute regarding the extent of potential rent abatement.
* Timing of Claim vs. Forfeiture: Crucially, at the moment of forfeiture, the Applicant had not formally commenced a claim for loss and damage to set off against the arrears. This established that, at the time of re-entry, some portion of the rent and outgoings was “undeniably in arrears,” making the Landlord’s initial forfeiture lawful. However, the subsequent filing of the injunction application, coupled with the detailed affidavit material quantifying the set-off claim, was deemed sufficient to raise a serious question for future determination regarding the quantum of actual arrears.

Judicial Original Quotation:

The Deputy President acknowledged the complex interaction of contractual terms and statutory protections, particularly drawing from the reasoning in C & A Delaveris Pty Ltd v Bretair Pty Ltd:

“79. It seems to me arguable first, that the withholding or at least delay of the payment of rent was justified and secondly, that there were no threats of legal action which could be regarded as economic duress in the circumstances. It will be recalled that the covenant to pay rent under this lease was a covenant to pay ‘without deductions’. The authorities are not at one as to whether the inclusion of these words is sufficient to prevent any equitable set-off being relied upon to impeach the demand for rent. For the reasons which I gave in Wytell Pty Ltd v Glowinski [2006] VCAT 454 the balance of authority in Victoria favours the view that the words ‘without deduction’ exclude a tenant from relying upon equitable set-offs to impeach the demand for rent. Here, however, the covenant which the tenant alleged was being breached was one which in accordance with Section 25 of the 1998 Act as amended, the lease was ‘taken to provide’, that is, it was a statutory implied covenant. Section 47 of the 1998 Act provides that a provision in a retail lease is void to the extent that it claims to ‘exclude the application of any provision of this Act’. In my view, the inclusion of the words ‘without deduction’ in the covenant to pay rent is avoided by Section 47 to the extent that it limits the effect of the statutory implied covenant to repair would otherwise have, hence a breach of the repair covenant would be available as a set off in the present case.”

This foundational statement was determinative as it confirmed that a “no deductions” clause in a retail lease might be overridden by the statutory implied covenants of repair, thereby allowing for an equitable set-off. This reasoning directly addressed the core argument that the Tenant’s set-off claim was contractually barred.

Furthermore, regarding the timing of the injunction and the completed forfeiture, the Deputy President applied the principle from Qian Long Zan Pty Ltd v Ka Yan Butt No 2:

“27. However, here, re-entry and forfeiture of the lease has already occurred. This is not an application to restrain the Landlords from exercising rights of re-entry and forfeiture. That ship has sailed. Importantly, at the time when the Landlords exercised their right of re-entry and forfeiture, it is uncontested that rent and outgoings were in arrears. This was so notwithstanding that the Tenant had foreshadowed that it had a claim against the Landlords. In other words, the mere fact that the Tenant had foreshadowed or made a claim against the Landlords did not, at any time during March 2023 to March 2025, make invalid the contractual obligation to pay rent and outgoings pursuant to the Leases. Consequently, the Landlords exercised what was, as of 15 April 2025, a lawful right of re-entry pursuant to clause 7 of the general terms of the Leases.”

This passage was critical in establishing that the Landlord’s re-entry was lawful at the time it occurred, as the Tenant’s set-off claim was not formally “on foot.” It underscored that mere foreshadowing of a claim does not negate existing contractual obligations for rent payment, solidifying the view that the lease was indeed terminated when the Landlord re-entered. This logic underpinned the Deputy President’s decision that the only path forward for the Tenant was an application for relief against forfeiture.

Analysis of the Losing Party’s Failure:

The Respondent’s argument that the interlocutory injunction was too late because the re-entry and forfeiture had already lawfully occurred was largely successful in establishing the legal termination of the lease. The Tribunal accepted that the Landlord’s right to re-enter had crystallised because some arrears were undeniably outstanding at the time. This meant the Applicant could not obtain an injunction to prevent the forfeiture.

However, the Respondent failed to persuade the Tribunal that the balance of convenience did not favour granting some form of interlocutory relief. The Respondent did not provide sufficient evidence of prejudice it would suffer if the Applicant were temporarily reinstated, especially when compared to the significant and irreparable harm to the Applicant’s established dental practice. The Respondent’s reliance on the “no deductions” clause was also partially weakened by previous Tribunal decisions that found such clauses might be void against statutory implied covenants, creating a serious question for trial. The ultimate failure for the Respondent was not in establishing lawful forfeiture, but in not adequately countering the overwhelming prejudice to the Tenant’s business, which necessitated an equitable, albeit conditional, intervention.

Implications

Proactive Legal Action is Key: Do not wait until a dispute escalates. If you believe your landlord is in breach of their obligations, formalise your claims for damages or abatement before a default notice leads to lease forfeiture. Timeliness can significantly impact your legal options.
Understand Your Lease and the Retail Leases Act: “No deductions” clauses are common, but they may not always be enforceable against your statutory rights, especially in retail leases. Seek advice to understand how your lease terms interact with protective legislation.
The Balance of Convenience Matters: In injunction applications, the court weighs the potential harm to both parties. Clearly demonstrating that damages would not adequately compensate your losses, particularly for an operating business, can be a powerful argument.
Relief Against Forfeiture is a Lifeline: If your lease is lawfully terminated, all is not lost. An application for relief against forfeiture can restore your tenancy, especially if you can demonstrate a serious question for trial and are prepared to remedy the breach.
Courts Prioritise Fair Outcomes: Even in technically challenging situations, courts may seek pragmatic solutions to prevent undue injustice, such as conditioning injunctions on further legal action, to allow for a comprehensive and fair resolution of the underlying dispute.

Q&A Session

Q1: What exactly is an “equitable set-off” and how does it apply here?
A1: An equitable set-off is a legal principle that allows a party to reduce or extinguish a debt owed to another party by claiming an amount owed to them by that same party, even if those claims arise from separate transactions, as long as there is a close connection between them. In this case, the Tenant claimed that the Landlord’s failure to maintain the premises, leading to water damage and business disruption, meant the Landlord owed the Tenant for those losses. The Tenant sought to set off these losses against the rent and outgoings it owed to the Landlord. The Tribunal considered whether this equitable claim could legally reduce the Tenant’s outstanding arrears.

Q2: The judgment mentions a “no deductions” clause in the lease. Does this mean tenants can never withhold rent?
A2: Not necessarily. While a “no deductions” clause typically requires a tenant to pay rent in full without any deductions for alleged breaches by the landlord, the Retail Leases Act 2003 (Vic) can override such contractual terms. Provisions like section 94 of the RLA make clauses void to the extent they seek to exclude the application of the Act. In this case, the Tenant argued the clause might be void because it limited their rights under section 52 (landlord’s duty to maintain). The Tribunal found there was a serious question to be tried on this point, indicating that such clauses are not absolute in retail tenancy disputes.

Q3: The landlord already re-entered the premises. Why did the Tribunal grant an injunction to let the tenant back in?
A3: This is a crucial point. The Tribunal acknowledged that the landlord’s re-entry was lawful at the time it occurred because some rent was undeniably in arrears, and the tenant had not formally commenced a set-off claim prior to forfeiture. Ordinarily, an injunction cannot undo a completed act. However, the Tribunal took a pragmatic approach. Recognising the severe impact on the Tenant’s business if it remained locked out, and finding that there were reasonable grounds for the Tenant to succeed in a separate application for “relief against forfeiture,” the Tribunal granted a conditional injunction. This allowed the Tenant to regain possession temporarily, on the strict condition that it promptly file for relief against forfeiture, which is the proper legal mechanism to restore a terminated lease. This allowed the overarching dispute to be heard fairly without causing irreparable harm to the Tenant’s operations.

[Appendix: Reference for Comparable Case Judgments and Practical Guidelines]

Practical Positioning of This Case
Case Subtype: Commercial Lease – Interlocutory Injunction for Reinstatement Post-Forfeiture Amidst Equitable Set-off Claims
Judgment Nature Definition: Interlocutory Judgment
Self-examination of Core Statutory Elements
This case falls under ⑤ Property, Construction and Planning Law and ⑨ Civil Litigation and Dispute Resolution, particularly concerning retail leases and the application of equitable principles in civil disputes.

Relevant to ⑤ Property, Construction and Planning Law (specifically Retail Leases):
- Core Test (Statutory Warranties under Retail Leases Act 2003 (Vic) – Section 52):
  - Was the work performed in a “proper and workmanlike manner”?
  - Were the materials supplied good and suitable for the purpose?
  - Did the landlord maintain the retail premises in a condition consistent with the permitted use under the lease?
  - Was the structural integrity of the premises compromised?
  - Did any damage or defect (such as water ingress) impact the tenant’s quiet enjoyment or ability to carry on their business?
  - The tenant must generally establish that the landlord had notice of the defect and failed to rectify it within a reasonable time.
- Core Test (Prohibition on Contracting Out – Retail Leases Act 2003 (Vic) – Section 94):
  - Does a provision in the retail lease (e.g., a “no deductions” clause) purport to exclude, restrict, or modify the application of any provision of the Retail Leases Act 2003 (Vic)?
  - If so, that provision in the lease is void to the extent of the inconsistency.
  - This test is rigorous and requires a direct comparison between the contractual term and the statutory right or obligation to determine if the clause fundamentally undermines the intent of the Act.
- Core Test (Rent Abatement – Retail Leases Act 2003 (Vic) – Section 57):
  - Have the retail premises been damaged or destroyed (wholly or partially) such that they are unusable or inaccessible?
  - If so, the rent and outgoings abate to an extent that is proportionate to the reduction in usability or access.
  - The abatement applies for the period from when the damage or destruction occurred until the premises are repaired or reinstated.
  - This abatement right may exist even if the damage is not due to the landlord’s fault, depending on the specific circumstances and lease terms.
Relevant to ⑨ Civil Litigation and Dispute Resolution:
- Core Test (Interlocutory Injunction):
  - Serious Question to be Tried: Is there a serious question to be tried as to the plaintiff’s entitlement to final relief? This involves demonstrating that the claim is not frivolous or vexatious and has a reasonable prospect of success. It is a relatively low threshold.
  - Balance of Convenience: Does the balance of convenience favour granting the injunction? This requires the court to weigh the potential harm or injustice to the applicant if the injunction is refused against the potential harm or injustice to the respondent if the injunction is granted. Factors include:
    - Whether damages would be an adequate remedy for the applicant.
    - The financial standing of both parties.
    - The preservation of the status quo.
    - Any delay by the applicant in seeking relief.
    - The risk of irreparable harm to either party.
  - Undertaking as to Damages: The applicant typically must provide an undertaking to compensate the respondent for any damages suffered if the injunction is later found to have been improperly granted.
- Core Test (Relief Against Forfeiture):
  - Has the landlord lawfully re-entered and forfeited the lease (e.g., due to breach of a covenant like rent payment)?
  - Does the tenant seek reinstatement of the lease?
  - The court will consider all the circumstances of the case, including:
    - The nature and seriousness of the tenant’s breach.
    - Whether the breach was accidental or deliberate.
    - Whether the tenant can remedy the breach (e.g., by paying all arrears).
    - Whether the landlord has suffered irreparable harm.
    - The history of the landlord-tenant relationship.
    - The consequences of forfeiture for the tenant (e.g., loss of business goodwill, investment in premises).
    - Whether reinstatement would be fair and just, with or without conditions.
  - This is an equitable remedy, and the court exercises broad discretion.
Equitable Remedies and Alternative Claims
If dealing with [Civil / Commercial / Property] matters:
- Promissory / Proprietary Estoppel:
  - Did the other party make a clear and unequivocal promise or representation (e.g., “this property will be yours” or “I will not enforce the ‘no deductions’ clause given the circumstances”)? In this case, an argument could be made if the Landlord had previously assured the Tenant that issues would be resolved, and rent payments could be adjusted.
  - Did you act in detrimental reliance on that promise (e.g., continuing to operate the dental surgery in compromised conditions, incurring repair costs, or not pursuing formal legal action earlier due to such assurances)?
  - Would it be unconscionable for the other party to resile from that promise?
  - Result Reference: Even without a written contract, Equity may “estop” the other party from going back on their word, potentially preventing enforcement of certain clauses or justifying actions taken in reliance.
- Unjust Enrichment / Constructive Trust:
  - Has the other party received a benefit (money or labour) at your expense? Is it against conscience for them to retain that benefit without payment? For example, if the Tenant expended its own funds to repair parts of the premises that were the Landlord’s responsibility, and the Landlord reaps the benefit of these improvements, a claim for unjust enrichment could arise.
  - Result Reference: The Court may order the restitution of the benefit or declare that you hold a beneficial interest in the asset via a Constructive Trust, particularly relevant if the tenant’s investment significantly increased the property’s value.
Access Thresholds and Exceptional Circumstances

Regular Thresholds:
- Retail Lease Dispute: Typically, claims must be brought within specific periods defined by the relevant State or Territory retail leases legislation.
- Contractual Breaches: Actions for breach of lease (as a contract) generally have a six-year limitation period from the date the cause of action accrues.
- Interlocutory Injunction: Requires demonstrating a serious question to be tried and that the balance of convenience favours granting the injunction.
- Relief Against Forfeiture: While there is no strict time limit, applications are expected to be made promptly after forfeiture, as delay can prejudice the tenant’s chances.
Exceptional Channels (Crucial):
- Retail Lease Act Non-Compliance: Even if a tenant technically breaches a lease covenant, if the landlord has not strictly complied with the notice requirements under the Retail Leases Act 2003 (Vic) or the lease itself, the forfeiture may be invalid.
- Estoppel/Unconscionable Conduct: Where a tenant has relied to their detriment on the landlord’s representations or conduct, or where the landlord’s actions are unconscionable, equitable doctrines can provide relief despite a strict legal position. This can be crucial when statutory avenues are constrained.
- Jurisdictional Error in Tribunal Decisions: If the Tribunal, in the substantive hearing, makes a legal error, there may be grounds for appeal to higher courts (e.g., the Supreme Court of Victoria) through judicial review.
- Suggestion: Do not abandon a potential claim simply because you do not meet the standard time or conditions. Carefully compare your circumstances against the exceptions above, as they are often the key to successfully filing a case.
Guidelines for Judicial and Legal Citation
Citation Angle:
It is recommended to cite this case in legal submissions or debates involving interlocutory injunctions, particularly in the context of retail lease disputes where forfeiture has already occurred, and the tenant seeks reinstatement via relief against forfeiture. It is also relevant for arguments concerning the interplay between “no deductions” clauses and statutory rights of set-off or abatement.

Citation Method:
- As Positive Support: When your matter involves an application for an interlocutory injunction to restore possession of retail premises after forfeiture, and the tenant intends to pursue relief against forfeiture, citing this authority can strengthen your argument for maintaining the status quo or mitigating immediate business disruption. It is particularly useful for demonstrating that the balance of convenience often favours retail tenants in such circumstances.
- As a Distinguishing Reference: If the opposing party cites Qian Long Zan Pty Ltd v Ka Yan Butt No 2 (Building and Property) [2025] VCAT 546 to argue that an injunction cannot be granted after lawful forfeiture, you should emphasize the conditional nature of the injunction in STG Dental Pty Ltd v Mannerside Holdings Pty Ltd (Building and Property) [2025] VCAT 842. Argue that this precedent allows for an injunction pending an application for relief against forfeiture, rather than a direct prevention of the forfeiture itself. This highlights that the “ship has sailed” argument may not preclude all forms of injunctive relief, especially if an underlying statutory remedy remains available.
- Anonymisation Rule: Do not use the real names of the parties; strictly use professional procedural titles such as Applicant / Respondent or Appellant / Respondent.

Conclusion
This case vividly illustrates the complex interplay between contractual obligations, statutory protections, and equitable remedies in Australian retail tenancy law. It underscores that while landlords have clear rights to enforce lease terms, tenants are not without recourse, even after a lease has been lawfully forfeited. The Tribunal’s nuanced approach in granting a conditional interlocutory injunction highlights a judicial willingness to use equitable powers to prevent immediate injustice and facilitate the fair determination of substantive disputes. Everyone needs to understand the law and see the world through the lens of law. The in-depth analysis of this authentic judgment is intended to help everyone gradually establish a new legal mindset: True self-protection stems from the early understanding and mastery of legal rules.

Disclaimer
This article is based on the study and analysis of the public judgment of the Victorian Civil and Administrative Tribunal (STG Dental Pty Ltd v Mannerside Holdings Pty Ltd [2025] VCAT 842), aimed at promoting legal research and public understanding. The citation of relevant judgment content is limited to the scope of fair dealing for the purposes of legal research, comment, and information sharing.
The analysis, structural arrangement, and expression of views contained in this article are the original content of the author, and the copyright belongs to the author and this platform. This article does not constitute legal advice, nor should it be regarded as legal advice for any specific situation.

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