The High Court has recently considered the application of the NT land rich provisions in relation to the acquisition of shares in a mining company. The stamp duty assessment was based in part upon the value of a Special Mineral Lease and Special Purpose Leases held by the company the subject of the share transfer. However the only issue being considered by the Court was whether the value of those Leases should be assessed by taking into account options to renew them. It was common ground that without the inclusion of the value of the options to renew in the leases this 60% threshold for the land rich provisions to apply would not be met.
In the NT stamp duty legislation “land” was defined to include “lease of land” and the word “lease” was defined so as not to include an option to renew a “lease”. The legislation provided that these definitions should apply “unless the contrary intention appears”.
The High Court held that the words “land” and “lease” bear their natural and ordinary meaning, which is not displaced or reversed by contextual or historical considerations. The general purpose of the Act to raise revenue is insufficient to support an intention to exclude a clearly expressed definition and to substitute a quite different meaning. Accordingly, the value attributable to an option to renew a lease should be excluded in making relevant calculations for stamp duty purposes.
Therefore in this case the land rich provisions did not apply.
Although this case is limited in its application it does point out the complex issues that may arise in relation to land rich provisions of the various State and Territory Stamp Duties Acts. In this case there were differing opinions between the original judge, the Court of Appeal and the High Court as to the application of the provisions.