Although the Personal Properties Securities Act (PPSA) does not cover real property, it is important that landlords consider its impact on retail and commercial leases. Where a landlord leases a premises which includes landlord fit-out or plant and equipment for the tenant’s use, failure to effectively register their interests on the Personal Properties Securities Register (PPSR) may be detrimental in cases where the tenant goes into liquidation. The case of Flown Pty Ltd v Goldrange Pty Ltd [2016] WASC 419 demonstrates the consequences of a landlord failing to register their security in personal property on the PPSR. The case involved the landlord lending funds to its tenant to complete a fit-out of a leased premises. The agreement included a charging clause that allowed the landlord to register its interest in the fit-out (collateral) on the PPSR. The landlord however, failed to do so, therefore their interest was not perfected. The tenant was placed into voluntary administration, and claimed that due to the fact that the landlord did not perfect its interest by actual possession or registration of the collateral, then the unperfected interest was vested in the administrators. The court ruled in favour of the tenant reasoning that due to the fact that the tenant had possession of the collateral and the landlord was not in possession of the collateral, that the landlord’s security interest was unperfected, and therefore the interest was vested in the tenant upon entering administration.

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