Lendlease has lost the right to buy over 200 hectares of future development land in south Campbelltown after the NSW Supreme Court ruled it failed to meet a critical contractual deadline. The April 2025 decision ends a long-term agreement between Lendlease and landowner Mount Gilead Pty Ltd for staged acquisition of farmland earmarked for residential development.
Inside the Dispute
The dispute centred on a 2015 contract that gave Lendlease options to purchase land in five stages. After missing the first deadline, Lendlease tried to continue the deal by submitting a revised subdivision plan and sought court orders to compel the landowners to support it.
To show intent to proceed, Lendlease issued an “Acceptance of Sale Offers” on 6 June 2024 — just days before its purchase window closed. This step was intended to trigger the next stages of the agreement and acquire all remaining lots. However, the Court found the attempt was invalid because the required rezoning had not yet taken effect.
What Was the Deal?
In 2015, Lendlease entered into a staged acquisition deed with Mount Gilead Pty Ltd to purchase five parcels of farmland—Properties 6 to 10—adjoining its Figtree Hill development. Each lot had a fixed purchase window and had to be acquired in sequence, beginning with Property 6.
But Lendlease’s right to buy Property 6 was conditional on the land being rezoned. When the rezoning came too late, the rest of the deal fell apart.
Gilead Structure Plan of Balance Land by Urbis
How the Timing Went Wrong
Lendlease’s contractual window to purchase Property 6 ran from 25 May to 9 June 2024. However, the required rezoning did not become effective until 14 June 2024, five days too late.
This meant Lendlease could not legally exercise its purchase rights for Property 6 — and the contract provided no flexibility to extend or renegotiate the deadline.
The Failed Workaround
Knowing it had missed its chance, Lendlease tried to salvage the deal. On 12 July 2024, it submitted a new subdivision plan that removed most of Property 6 and redistributed the land into future stages. The company then lodged the plan with Campbelltown City Council and asked the landowners to support it.
The landowners refused. Council also declined to process the application.
Why the Court Rejected It
The contract stated that any new subdivision plan must be “based upon” a version annexed to the original agreement. The court found that Lendlease’s revised plan looked nothing like the original — Property 6 had shrunk from 35.6 hectares to 1.41 hectares, and the remaining lots had been completely reshaped.
Because the entire contract relied on the successful acquisition of Property 6 — which never happened — the court concluded Lendlease had no remaining rights to buy any of the land.
What Was at Stake
Lendlease stood to acquire Property 7 for $10 million, a price the company said was far below market value. But by missing the rezoning deadline, it lost access to the whole Balance Land — estimated at more than 200 hectares.
The total price for the Balance Land was set at $120 million (excluding GST), payable over five staged contracts as follows:
- Contract 6: $10 million, payable on settlement, which was scheduled for the later of:
- 30 days after satisfaction of conditions precedent, or
- 12 months after the date of Contract 5
- Subject to additional conditions in the deed
- Contract 7: $10 million, payable 12 months after completion of Contract 6
- Contract 8: $20 million, payable 24 months after completion of Contract 7
- Contract 9: $40 million, payable 24 months after completion of Contract 8
- Contract 10: $40 million, payable 24 months after completion of Contract 9
Because Lendlease was unable to complete Contract 6, none of the subsequent payments or acquisitions could proceed.
Key Dates
- 17 April 2015 – Deed signed between Lendlease and Mount Gilead Pty Ltd
- 25 May–9 June 2024 – Contractual window to acquire Property 6
- 14 June 2024 – Rezoning takes effect (five days too late)
- 12 July 2024 – Lendlease submits revised subdivision plan
- 8 April 2025 – Supreme Court rules against Lendlease
Final Outcome
The Supreme Court found Lendlease had missed a key contractual trigger and submitted a non-compliant subdivision plan. As a result, the developer lost all rights to acquire any of the remaining land.
The decision leaves uncertainty over the future of the Mount Gilead site. With Lendlease no longer involved, the delivery of housing across this 200-hectare area is unclear. It remains to be seen whether Mount Gilead Pty Ltd will proceed with alternative development plans or seek new partnerships to bring the land to market.
