United Petroleum Pty Ltd v Perth Airport Pty Ltd (No 2) [2026] FCA 620

This case arose from a commercial site opportunity at Perth Airport. Perth Airport Pty Ltd offered a service station site in the Airport Central precinct and circulated tender documents in July 2017, including a Request for Proposals and an Information Brochure. The opportunity could be structured as either a building lease, where Perth Airport would construct the base building, or a ground lease, where the tenant would take on the development itself. Perth Airport expressed a preference for a ground lease, and United ultimately proceeded on that basis.

The value of the site was closely connected to a broader airport development story. Perth Airport had long planned to consolidate passenger services into Airport Central. Qantas, the airport’s largest airline operator, was still operating from Airport West. United alleged that Perth Airport represented that Qantas would relocate all domestic and international operations to Airport Central by 2025, or alternatively by the mid to late 2020s, and that traffic on Airport Drive would almost double when that happened.

Those statements mattered because United was not making a minor commitment. The Agreement for Sublease was dated 17 April 2019, the sublease was dated 17 May 2021, the initial lease term was 15 years from July 2020, annual rent was $900,000 with 3% yearly increases until 2035, and United spent $7,721,182.67 designing and constructing the service station. On United’s case, the promised future traffic and airport consolidation justified a larger and more expensive project than it otherwise would have accepted.

A meeting on 27 February 2018 became an important factual battleground. United said Perth Airport representatives reinforced the relocation story in person. Perth Airport denied misleading conduct and denied that United relied on the alleged representations. It also argued that United still held a valuable long-term leasehold interest and could not show compensable loss.

The dispute was not simply whether Perth Airport hoped Qantas would relocate one day. The real issue was whether Perth Airport conveyed something firmer to United during the tender and negotiation process. The pleaded case, the agreed issues and the catchwords show the Court had to decide whether the brochure and oral statements conveyed representations that Qantas would relocate by a particular timeframe and that traffic volumes near the site would increase dramatically as a result.

That distinction is important in Australian Consumer Law. Businesses often talk about plans, expectations and strategic objectives. But a statement can cross the line if, viewed in context, it communicates that a future event will happen, or is expected to happen on a sufficiently concrete timetable, and that a measurable commercial outcome will follow. The extract expressly notes that one issue was whether the statements were representations with respect to future matters and not merely statements as to an expectation or state of mind.

United also ran a non-disclosure case. It alleged Perth Airport failed to disclose matters that were critical to assessing the relocation story. The pleaded summary in the extract includes the absence of a binding commitment from Qantas to relocate by 2025, the need for further agreement on commercial terms, unresolved design and cost issues, and ongoing disputes between Perth Airport and Qantas. United’s position was that, had those matters been disclosed, the relocation and traffic narrative would have been seen as much more uncertain.

Perth Airport’s response was broad. It denied misleading conduct, denied reliance, and denied loss. It also raised a practical point often seen in commercial ACL cases: even if there was misleading conduct, United still ended up with a long-term leasehold interest in a developing area, so where was the compensable damage?

One of the most useful features of this case is the way it frames the difference between a representation about a future matter and a statement that is only an opinion, expectation or present state of mind. The extract shows the Court had a dedicated issue on this point and that the catchwords record a finding that the relevant statements were with respect to future matters and not merely statements as to an expectation or state of mind.

For business readers, the practical distinction is this. A statement such as "we hope this tenant will move in" or "our current strategy is to complete this project by 2027" may, depending on context, communicate only a present intention or aspiration. But a statement such as "the tenant will relocate by 2025" or "traffic will almost double once that happens" is more likely to be read as a representation about what the future will bring. Once a statement is treated as a future-matter representation, the question of reasonable grounds becomes central.

The extract also shows why context matters. Perth Airport had long-term consolidation plans, board approvals, master plans and agreements with Qantas involving best endeavours. Those facts may support a genuine commercial objective. But they do not automatically answer whether there were reasonable grounds to present the relocation and traffic outcomes to United in the way they were allegedly presented. The pleaded non-disclosure matters point the other way: unresolved commercial terms, further design and cost steps, and disputes with Qantas could all affect whether the statements had a proper foundation.

For businesses, the lesson is not that you can never discuss future plans. It is that you should be precise about what is confirmed, what is targeted, what depends on another party, and what remains subject to negotiation, approvals or dispute. A statement can still mislead even if it reflects a genuine hope, if the overall message conveyed is firmer than the underlying facts justify.

The extract shows that the case did not stop at whether the statements were misleading. The Court also had to decide whether United relied on them and whether they caused loss. That is often where commercial ACL cases become highly factual. It is not enough to show that a statement was made and later proved wrong. The claimant must connect the statement to the commercial decision actually taken.

Here, the extract identifies United’s key decision-makers and shows that reliance was a major issue. That matters because corporate reliance is usually proved through the people who assessed the opportunity, approved the transaction, negotiated the terms and oversaw the project. If a business later says it was induced by a forecast or development claim, internal papers, board materials, financial models, emails and meeting notes can become critical evidence.

The loss case is especially useful for practical readers. United did not frame its case only as "we would have walked away". Instead, it said that without the misleading conduct it would have negotiated a different transaction. According to the extract, that alternative transaction involved a smaller, cheaper service station and rent of not more than $500,000 per year. The catchwords and issue list show the Court considered a Potts v Miller analysis in an alternative transaction case, and the reasons structure specifically refers to excess rent and excess construction costs.

In plain terms, that means the Court was looking at the difference between the deal United actually entered and the deal it said it would probably have secured if the true position had been known. That is a practical way to think about loss in negotiations. A business may still have received something of value, but if misleading conduct caused it to accept higher rent, a larger fit-out, or a more expensive build than it otherwise would have accepted, the loss may lie in that incremental burden.

The Federal Court entered judgment in favour of United on 20 May 2026. The catchwords state that the case concerned whether statements in the information brochure and in-person meeting as to when Qantas would relocate terminals at Perth Airport were misleading, and record that the representations were with respect to future matters and not merely statements as to an expectation or state of mind. The extract also shows the Court dealt with reliance, whether the representations caused United to enter the transaction, and whether United would have sought to agree an alternative transaction.

The reasons structure is also revealing. It includes separate sections on whether the representations were made, whether they were future-matter representations, whether Perth Airport had reasonable grounds, whether there was misleading conduct by silence, whether United relied on the conduct, and how causation and loss should be analysed. The extract further shows dedicated sections on excess rent and excess construction costs, which aligns with United’s case that it was induced into a more burdensome version of the deal.

There is also an important timing point. The reasons define the relevant period as 6 July 2017, when the tender documents were sent, to 17 April 2019, when the Agreement for Sublease was executed. The extract states that the Court found the misleading conduct lapsed upon execution of the AFSL. That matters for anyone analysing continuing representations and the period of actionable conduct.

The monetary outcome was not finalised in the orders reproduced here. Instead, the parties were directed to confer and submit proposed orders reflecting the reasons and quantifying United’s loss and damage, interest and costs. So the liability result is clear from the judgment, but the final dollar figure is not yet stated in the material summarised here.

If you are taking a lease, licence or development site, this case is a reminder to interrogate future-facing claims that sit at the heart of the economics. If the rent, fit-out, staffing model or debt assumptions depend on a future relocation, traffic increase or precinct upgrade, ask what legally or commercially underpins that forecast. Is there a binding commitment? Are commercial terms still unresolved? Are there design, funding or approval steps still to be completed? Is there a live dispute with the third party whose conduct is being relied on?

If you are the party marketing the opportunity, be careful not to let strategic plans harden into sales representations that overstate certainty. Distinguish between current plans, best-endeavours arrangements, targets, assumptions and confirmed commitments. If a future event depends on another party agreeing to terms or completing substantial further steps, say so clearly. The more central the future event is to the other side’s pricing and capital spend, the more important that precision becomes.

This case also underlines the value of documenting reliance and assumptions during negotiations. If you are the incoming operator, keep records showing which statements affected your decision and what alternative deal you would have pursued if the assumptions were weaker. If you are the landlord or developer, keep records showing the basis on which future statements were made and who within the organisation held the relevant information. The extract shows that questions about corporate knowledge, reasonable grounds and even the absence of evidence from key witnesses can become significant at trial.

Finally, remember that ACL exposure is not confined to consumer retail transactions. Sophisticated commercial parties, long-term leases and major capital projects can still fall squarely within misleading conduct principles.

The judgment was delivered by Anderson J in the Federal Court of Australia on 20 May 2026. The orders entered judgment for United and required the parties to confer and submit proposed orders quantifying loss, interest and costs by 20 July 2026, with case management listed for 28 July 2026 if agreement could not be reached.

Because the reproduced orders do not state the final quantified amount, and because later developments are not addressed here, the practical position is that the liability findings are clear but the final monetary consequences should be checked separately before relying on them.