R.C. Land Management Pty Ltd v Commissioner [2026] VSC 49

R.C. Land Management Pty Ltd v Commissioner [2026] VSC 49

In this decision of the Victorian Supreme Court the SRO’s aggregated trust land tax assessment notices for the 2018-2023 land tax years were set aside and the Court ordered the Commissioner to issue new separated (i.e. non-aggregated) land tax assessment notices under section 46G (discretionary trust ownership) (not sections 38 (joint owners) or 46A (general trust ownership)) of the Victorian Land Tax Act.

The land tax assessments would be separated into equal 50% ownership of the land by two separate trusts, the Ross Property Trust (RPT) and the P. Colleluori Property Trust (PCPT).

Each of RPT and PCPT were discretionary trusts. Mr Ross and Mr Colleluori were business partners who each respectively controlled one of those two discretionary trusts.

R. C. Land Management Pty Ltd (RCPL) was incorporated on 11 March 2003 and was appointed in separate capacities as trustee of both RPT and PCPT on 18 March 2003.

A partnership ABN was obtained for The Trustee for P Colleluori Property Trust & The Trustee for Ross Property Trust’, known as the R.C. Land Management Partnership on 1 April 2003.

There are eight land parcels held by RCPL:

• 240–244 Hammond Road, Dandenong (contract of sale recorded RCPL or nominee as purchaser, SRO Notice of Trust Acquisition showed 50% held by RPT - fixed trust was ticked) (SRO assessed on behalf of Ross Property Trust [and] P Colleluori Property Trust’ with SRO ‘customer number 070740833’) (acquired 2004)
• 36 Sunline Drive, Truganina (contract of sale recorded RPT and PCPT as the purchasers - no trust acquisition notice lodged with SRO) (SRO assessed on behalf of Ross Property Trust [and] P Colleluori Property Trust’ with SRO ‘customer number 070740833’) (acquired 2010)

• 32 Sunline Drive, Truganina (contract of sale recorded RCPL as purchaser - no trust acquisition notice lodged with SRO) (SRO assessed to ‘R C Land Management Pty Ltd with SRO ‘customer number 060098307’ - appears to be RCPL outright) (acquired 2011)
• 28–34 Produce Drive, Dandenong South (no contract of sale produced - no trust acquisition notice lodged with SRO) (SRO assessed to ‘R C Land Management Pty Ltd with SRO ‘customer number 060098307’ - appears to be RCPL outright) (acquired 2011
• Units 1 and 2, 73 Radnor Drive, Deer Park (contract of sale recorded Rossiter Constructions Pty Ltd or nominee as purchaser - no trust acquisition notice lodged with SRO) (SRO assessed to ‘R C Land Management Pty Ltd with SRO ‘customer number 060098307’ - appears to be RCPL outright) (acquired 2013)

• 50 Brindley Street, Dandenong South (no contract of sale produced - no trust acquisition notice lodged with SRO - but partnership ABN was notified to SRO) (SRO assessed to ‘RC Land Management Pty Ltd with SRO ‘customer number 089873928’) (acquired 2014)
• 46 Brindley Street, Dandenong South (no contract of sale produced - no trust acquisition notice lodged with SRO - but partnership ABN was notified to SRO) (SRO assessed to ‘RC Land Management Pty Ltd with SRO ‘customer number 089873928’) (acquired 2014)

• Unit 1, 5 Enterprise Drive, Rowville (contract of sale recorded RPT and PCPT as purchasers - no acquisition notice lodged with SRO) (No SRO assessment notice and no SRO customer number) (acquired 2015)

SRO Investigation

The SRO made an investigation and after that on 2 May 2023 the SRO withdrew those land tax assessments and issued six reassessment notices for 2018-2023 determining that RCPL holds the lands as trustee for RPT and PCPT under joint ownership under section 38(6) of the Victorian Land Tax Act.

The Court set out at paragraph 40 referring to section 3(1) of the Victorian Land Tax Act:

Joint owners means persons -

The Court also revisited the SRO’s website guidance which stated at paragraph 48 (bold emphasis added):

Three broad grounds

The taxpayer objected to this and the SRO issued a disallowed notice in response to the taxpayer’s objection, which led to the proceedings before the Victorian Supreme Court.

Before the Court, the SRO had three grounds of response to the taxpayer’s submissions challenging those assessments:

1. The land was held not by two separate trusts separately but rather by RCPL as trustee for an unidentified “head trust” that could fall under the definition of “unit trust scheme” or other “fixed trust” under the Victorian Land Tax Act.
2. If point 1 fails, then the land was held by RCPL in its own right or as trustee - not as trustee of two separate trusts.
3. If points 1 and 2 fail, then the land was held by RCPL collectively as a joint owner under section 38 of the Victorian Land Tax Act.

The Commissioner had to structure the arguments in this way as a if-fail-then cascading argument, which may be due to each circumstance above being inconsistent with the other two. If the land was held by a head trust, then RCPL could not hold the land outright as it would be held on trust, and a joint outright holding is inconsistent with the landholding being on trust.

Holding land in its own right

The Court agreed with the taxpayer that as there was documentary evidence of trust deeds and other materials evidencing trust ownership of the land by RCPL, described above, and that as the parties had expressly agreed in writing that RCPL held the land on trust, there was no basis for this ground and it failed, the Court stating at paragraph 154: ‘the documentary evidence weighs heavily against this construction’.

Joint ownership

Here, RCPL “holds the Land as sole registered proprietor on Title” (at paragraph 15, underline from the Judgment), and no separate tenants in common registered ownership on title is mentioned in the Judgment, and no equitable tenancy in common arrangement was found (at paragraph 75):

The Commissioner’s argument here was based upon section 960-100(3) of the Income Tax Assessment Act 1997 (Cth) (ITAA97) which was reproduced in the Judgment at paragraph 94: “A legal person can have a number of different capacities in which the person does things. In each of those capacities, the person is taken to be a different entity.” The Court found that it was not appropriate to draw a link to the ITAA97 where no such similar provision is in the Victorian Land Tax Act.

The Court held that this ground of the Commissioner should fail noting that section 38 of the Victorian Land Tax Act is drafted in relation to individual owners (e.g. “s 38 of the Act applies to a ‘person’ only as a ‘joint owner’” and “Trusts cannot, therefore, be persons, as a trust is a relationship or obligation, and there is no deeming provision providing that a trust may be a person within the Act”, at paragraph 159). The Court also noted at paragraph 43:

Therefore in relation to this issue RCPL was found to be acting as two separate trustee entities in separate capacities, and not as two joint owners.

Head Unit Trust Scheme

This appeared to be the Commissioner’s more discussed argument in this Judgment. The Commissioner claimed that “a ‘unit trust scheme’ is defined in the [Victorian Land Tax] Act in very broad terms” which may include an arrangement “that is broader than an agreement” and which “may not be enforceable at law” (paragraph 56) and that “The definition of ‘unit’ in the [Victorian Land Tax] Act is also said to be broad” [...] “Notably, it is said a ‘unit’ does not have to be described as such—it simply requires ‘a right or interest’, whether described as a ‘unit or sub-unit, or otherwise’” (paragraph 57).

The Court found on the evidence to dismiss this argument by the Commissioner in a similar way to the Joint Ownership Issue at paragraphs 139, 140 and 141 (bold emphasis added):

Here there was no evidence of any managed investment scheme, just a 50/50 property investment between two discretionary trusts, despite the partnership ABN for Federal taxation purposes.

Or Fixed Trust

The Court also mentioned in relation to a fixed trust in paragraphs 66, 67 and 142:

This fixed trust claim was subsumed into the same conclusion as for the Head Trust argument above, that there was no documentary evidence of any fixed trust, and it therefore failed the certainty of intention requirement.

Takeaway Points

As there seems to have been only one notice of trust acquisition out of 8 properties held by RPT and PCPT and inconsistent listing of RPT and PCPT as ultimate purchaser under the contracts of sale (not all being produced) there is reason to understand that the SRO could be confused as to the actual ownership spread between three separate customer numbers.

This would indicate, given the various grounds the SRO argued before the Court and the partnership ABN between RPT and PCPT, that there would be much difficulty in ascertaining the true existing land ownership structure between RPT and PCPT, until this Judgment was provided by the Court.