Business Law

When buying property, many purchasers expect that settlement will deliver a home that is empty, tidy and ready to move into. In reality, the legal obligations on a seller are often narrower than buyers assume. Buyers should be aware that a seller’s obligation at settlement is generally limited to providing vacant possession of the property, unless the contract provides otherwise. Understanding what this means and what it does not mean can help avoid frustration at settlement. If you are unsure about your rights, a Gold Coast property lawyer can explain how these obligations apply to your contract. What vacant possession actually means Vacant possession is a standard concept in Australian property contracts. In simple terms, it means the seller must ensure that no one is living in the property and that no one has a legal right to remain there. The buyer must be able to move into the property immediately after settlement and exercise full control over it. In practical terms, this usually means: However, vacant possession focuses on control and occupation, not the level of cleanliness of the property. Vacant possession ensures that the buyer can move in, renovate, lease the property or otherwise use it without interference. If a dispute arises about whether vacant possession has been provided, property lawyers can review the contract and advise whether the seller has met their legal obligations. Cleaning is usually not required under the contract A common misunderstanding among buyers is that the seller must professionally clean the property before settlement. In most Queensland property contracts, there is usually no contractual requirement for a seller to arrange professional cleaning unless the contract specifically requires it. Standard contracts typically require the property to be delivered in substantially the same condition as at the contract date, allowing for fair wear and tear. As a result, buyers may find that the property is left with: While this may be frustrating, it does not necessarily mean the seller has breached the contract. Why disputes about cleanliness arise Disputes about cleaning usually arise because buyers and sellers have different expectations. Buyers often assume that the property will be presented in a similar condition to when it was advertised or shown during open homes. Sellers, on the other hand, may focus on their legal obligation to vacate the property rather than leaving it professionally cleaned. Another common situation occurs where a property has been rented out. In these cases, the condition in which tenants leave the property may affect how the property looks at settlement. The result is often a mismatch between expectations and the legal obligations set out in the contract. The role of the pre-settlement inspection Most property contracts allow buyers to carry out a pre-settlement inspection shortly before settlement. This inspection allows the buyer to confirm that: However, it is important to understand that the pre-settlement inspection is not generally an opportunity to request cosmetic improvements or additional cleaning. Instead, the inspection is primarily designed to ensure that the seller has complied with the key contractual obligations before settlement occurs. If problems are identified during the inspection, buyers should raise them promptly with their conveyancer or solicitor. In some situations, buyers may also seek advice from property lawyers Gold Coast residents rely on to determine whether the issue affects settlement. When the condition may become a legal issue Although cleaning is usually not required, there are situations where the condition of the property may become a legal issue. For example, problems may arise if: In these circumstances, the issue may go beyond simple cleanliness and could potentially amount to a breach of the contract. If a dispute arises, buyers should seek legal advice before settlement proceeds. Tips for buyers Buyers can reduce the risk of disputes by taking a few practical steps during the purchasing process. Key takeaway Vacant possession ensures that a buyer receives control of the property at settlement, but it does not automatically guarantee a professionally cleaned home. Understanding this distinction can help buyers manage expectations and ensure any specific requirements are clearly written into the contract before signing. If uncertainty arises, speaking with experienced property lawyers on the Gold Coast can help clarify your rights before settlement day. If you are dealing with a property issue on the Gold Coast, the team at QBM Lawyers can review your contract, explain your legal position and advise on the best way forward. Whether the matter involves settlement, vacant possession or a dispute about the condition of a property, our experienced property lawyers can assist. Contact our team to arrange a confidential discussion about your situation. Frequently Asked Questions Does vacant possession mean the property must be cleaned before settlement? Not necessarily. Vacant possession generally means the property must be free of occupants and the buyer must be able to take physical control of the property at settlement. Unless the contract specifically requires professional cleaning, the seller is not usually obliged to clean the property before settlement. What happens if the seller leaves items or rubbish behind? Minor items or general mess may not breach the contract. However, if significant furniture, rubbish or other belongings are left behind and prevent the buyer from properly using the property, it may affect whether vacant possession has been provided. Buyers should raise the issue with their conveyancer or solicitor as soon as possible. What is the purpose of the pre-settlement inspection? The pre-settlement inspection allows the buyer to confirm that the property is in substantially the same condition as when the contract was signed, that agreed inclusions remain in place and that the property will be vacant at settlement. It is generally not an opportunity to require cosmetic improvements or additional cleaning.

Disagreements about wills and estates can place further stress on families during an already emotionally charged time after a loved one passes. Estate disputes can take months or even years to resolve and may even result in the breakdown of relationships among family members. The best way to reduce the risk of disputes after you’re gone is through careful and considered estate planning today. Working with an experienced estate lawyer on the Gold Coast can help you develop a legally sound estate plan that reduces ambiguity and helps prevent misunderstandings. The most common types of estate disputes Estate disputes can arise for several reasons, particularly when family dynamics are complex, such as after divorce, remarriage or in blended families. The most common types of estate disputes include: Contesting a will One of the most common disputes involves family provision claims. Under the Succession Act 1981 (Qld), eligible individuals such as spouses, children and certain dependants may apply to the court to contest a will if they believe they have not been adequately provided for. This is an important consideration when preparing your estate plan. A wills and estates lawyer can help you understand family provision claims and structure your will in a way that reduces the likelihood of these claims arising. Challenging the validity of a will In some situations, the validity of a will itself may be questioned. This typically occurs when there are concerns about whether the person making the will had the mental capacity to do so, whether the document was properly signed and witnessed, or whether undue influence may have been involved. Executor disputes Executors are responsible for administering the estate, including collecting assets, paying debts and distributing the remaining assets to beneficiaries. Disagreements can occur if beneficiaries believe the executor is not fulfilling their legal duties, delaying the administration process, or has not communicated clearly with family members around the management of the estate. Administrative disputes Administrative disputes may arise when there is confusion about how assets should be managed or distributed. This often happens when a will contains unclear instructions, fails to address certain assets, or when the estate involves complex assets such as property or business interests. The steps to take to avoid estate disputes Although not all disputes can be prevented, there are steps you can take to reduce the likelihood of conflict after your passing and ensure your wishes are respected. 1. Communicate your intentions to your family Discussing your estate plans with family members can help manage expectations and reduce the risk of misunderstandings later. Open communication can also help your family understand the reasoning behind certain decisions, particularly if assets are being distributed unevenly. 2. Create a legally valid will Creating a legally valid will is one of the most important steps in avoiding disputes. A carefully drafted will that clearly outlines how your assets should be distributed can avoid confusion and minimise the risk of disputes arising, especially in blended families or where multiple dependants are involved. 3. Put a binding death benefit nomination for your superannuation Superannuation does not automatically form part of your estate. A binding death benefit nomination is a directive to the superannuation fund to distribute your benefits to nominated beneficiaries. This helps prevent disputes around superannuation entitlements. 4. Appoint the right people to manage your affairs Choosing the right executor to manage your legal and financial matters is important. An executor is responsible for administering your estate after your death, including collecting assets, paying debts and distributing the remaining assets to beneficiaries. You should appoint someone you trust who has the ability to adequately manage financial and administrative responsibilities. This can be a spouse, family member or trusted friend. You could also appoint a professional executor, such as a lawyer or accountant, either on their own or alongside a friend or family member. 5. Review and update your will when circumstances change Major life events such as marriage, divorce, the birth of children or a significant financial shift may require changes to how assets are distributed. Regularly reviewing and updating your will with a Gold Coast solicitor helps ensure it continues to reflect your current circumstances and remains legally binding under Queensland law. Why estate planning is important Effective estate planning ensures your wishes are clearly documented and legally enforceable. Without a documented plan, ideally compiled under the guidance of a Gold Coast lawyer familiar with Queensland estate law, your family may interpret your intentions incorrectly, which can increase the risk of disputes that may require lawyers litigation processes to resolve. What happens if there is no will? If you pass away without a valid will in Queensland, your estate will be distributed according to the intestacy rules set out in the Succession Act. This means the court will determine who receives your assets, which may not align with your personal wishes. Assets may be divided between a spouse, de facto partner and children according to a statutory formula. This can lead to outcomes that may not reflect what you intended and a potentially lengthy legal battle between feuding parties and the court. Key takeaway Estate disputes can place significant emotional and financial strain on families after the loss of a loved one. Many disputes arise because wills are unclear or outdated, leaving it open to ambiguity or misinterpretation. To avoid this: If you need help planning your estate or drafting a will, the team at QBM Lawyers can assist. As experienced estate lawyers on the Gold Coast, we can help you prepare a comprehensive will and estate plan that complies with Queensland law. Frequently Asked Questions Who can contest a will or estate in Queensland? Under the Succession Act, certain individuals – including a spouse, de facto partner, child or a person who was financially dependent on the deceased – may apply to the court if they believe they have not been adequately provided for in a will or by the distribution to them in intestacy. These applications are known as

When a business comes under financial pressure, directors usually focus on keeping the company afloat. But what many discover, sometimes too late, is that business distress does not always stay inside the company structure. Recent ASFA figures show a sharp rise in personal insolvencies linked to business activity. The takeaway is not that every struggling company leads to personal bankruptcy. It is that when businesses encounter serious financial stress, the legal mechanisms that expose directors personally tend to activate at the same time. For Queensland directors, those mechanisms are usually predictable: personal guarantees, tax action, lease disputes and litigation. Understanding how these risks arise and addressing them early can make a significant difference to the outcome. For many directors, speaking with experienced business lawyers or a commercial lawyer Gold Coast businesses rely on can provide clarity on where personal exposure may arise and what steps can reduce risk. How company problems become personal liabilities Directors are often surprised by how quickly business problems become personal ones. In most cases, it is not because directors have done anything wrong. It is because they signed documents earlier in the life of the business that shift risk onto them if things go wrong.The most common example is the personal guarantee. Personal guarantees are routine in commercial life. They appear in bank facilities, equipment finance agreements, supplier accounts and commercial leases. While the company is trading well, these documents rarely attract much attention. When a business hits financial difficulty, however, they become the creditor’s most powerful enforcement tool. If the company defaults, the creditor can pursue the guarantor directly. In other words, the focus moves from the company’s balance sheet to the director’s personal assets. This is why directors should periodically review the guarantees they have signed. Many discover they have accumulated more personal exposure than they realised, particularly after refinancing, expanding or relocating the business. Some guarantees are given by the spouse of the guarantor, some contain clauses charging interests in land (including the family home) with the debt. Most never cease to operate until cancelled under their terms. Sometimes directors are sued under guarantees given decades beforehand. This type of exposure is something an experienced Gold Coast business lawyer or commercial lawyer can often identify early through a review of contracts, guarantees and financing documents. ​​Tax debt, director penalty notices and rising enforcement Another major source of personal exposure for directors is tax debt. The Australian Taxation Office has long had the power to pursue directors personally through the director penalty regime. This allows the ATO to issue director penalty notices, commonly known as DPNs, which can make directors personally liable for certain unpaid company obligations such as PAYG withholding, GST and superannuation guarantee amounts. What many directors are increasingly seeing in practice is that the ATO does not always wait for a company to collapse before acting. Instead, it may pursue directors directly while the business is still trading. Once personal liability is in play, the dynamics change quickly. The issue is no longer just about the company managing its cash flow. It becomes about the director’s own financial position and the risks they are personally prepared to carry. In these situations, seeking early advice from a commercial lawyer or insolvency lawyer can help directors understand their exposure and respond appropriately. The scale of enforcement activity in Queensland highlights how seriously the ATO approaches recovery. A search of the Queensland Courts eCourts database for Supreme and District Court civil files involving the Deputy Commissioner of Taxation returns well over 500 proceedings. While this does not capture every recovery action underway, it illustrates the volume of tax recovery litigation currently moving through the courts. Many of these matters progress through formal recovery proceedings, which is why directors facing enforcement action often turn to civil litigation lawyers experienced in tax recovery disputes. For directors, the message is clear. Tax arrears are rarely something that can simply be “worked through later”. Once they begin to build, the legal and personal risks can escalate quickly. Why lease disputes often trigger director exposure Another common flashpoint for Queensland businesses is a commercial lease. Leases can become problematic quickly when revenue declines or costs increase. Rent arrears may initially appear manageable, but they can escalate into a chain of legal consequences: default notices, demands for outgoings, security drawdowns and termination threats. Where a director has personally guaranteed the lease, the landlord may pursue them directly for unpaid amounts or damages arising from early termination. These disputes are often more complex than they first appear. Questions about make-good obligations, assignment rights or mitigation of loss can all affect the outcome. Early advice from a Gold Coast commercial leasing lawyer or solicitors for commercial leases can help directors understand their position before disputes escalate. Property disputes and caveats Another issue that can arise when businesses are under financial pressure involves property. Directors sometimes try to refinance, sell property or unlock equity to stabilise their position. These steps can make commercial sense, but they can also bring underlying disputes to the surface. In some situations, a party may lodge a caveat over property to protect what they claim is a legal interest in the land. For example, this might arise from a financing arrangement, a property agreement or another transaction involving the property. A caveat cannot be lodged simply because someone is owed money. However, disputes sometimes arise about whether a caveatable interest exists. When this happens, the caveat can effectively freeze the property by delaying refinancing or preventing settlement of a sale until the issue is resolved. In these situations, advice from a property litigation lawyer can help determine whether the caveat is valid and what steps can be taken to remove or challenge it. The hidden risk in everyday business communications Another area where directors can unintentionally worsen their position is communication with creditors. When a business is under pressure, directors often try to maintain goodwill by reassuring suppliers or landlords that payment will be made shortly.

A recent Brisbane apartment development has highlighted the risks that can arise when off-the-plan contracts include termination clauses. At Kokoda Property Group’s 144-apartment Ruby Ruby tower in Milton, buyers were informed their contracts had been terminated after the developer concluded the project could not proceed at the originally agreed prices. Construction costs had escalated to the point where additional revenue was required for the development to satisfy funding conditions. Buyers were offered the option of receiving their deposits back or purchasing their apartments again at revised prices, in some cases more than $1 million higher than the original contract price. The situation has prompted renewed discussion about contractual provisions that allow developers to cancel agreements when projects become financially unviable. Clauses allowing this outcome are commonly included in off-the-plan property contracts across Queensland. Known as sunset clauses or similar termination provisions, they set deadlines or conditions for a project to proceed and determine what happens if those conditions are not met. Understanding how these clauses work is important before signing a contract. While sunset clauses can protect buyers from long delays, they may also allow a developer to terminate the agreement in certain circumstances. Queensland has introduced legal reforms in recent years to strengthen buyer protections, but the details of each contract still matter. Buyers often seek advice from property lawyers or a conveyancing lawyer before committing to an off-the-plan purchase. What is a sunset clause in a property contract? A sunset clause is a contractual provision that sets a deadline by which the development must be completed and the title registered so settlement can occur. If that deadline is not met, the clause may allow one or both parties to terminate the contract. These provisions are commonly reviewed during the property conveyancing process handled by experienced property lawyers. Sunset clauses commonly appear in: Construction delays, labour shortages, or supply chain disruptions can push projects beyond their original timelines. The sunset clause provides a contractual mechanism for dealing with those delays. Buyers on the coast often ask a Gold Coast solicitor or a Gold Coast property lawyer to explain how these timelines may affect settlement. Can a developer cancel your contract in Queensland? Queensland law places limits on when developers can rely on sunset clauses to terminate certain contracts. Reforms introduced on 22 November 2023 amended the Land Sales Act 1984 (Qld) to restrict when sellers can terminate certain off-the-plan land contracts using sunset clauses. Under these reforms, a seller can only rely on a sunset clause in the following situations: These reforms apply to certain off-the-plan land contracts that were signed, or still ongoing, on or after 22 November 2023. The changes were designed to prevent developers from cancelling contracts simply because market prices have increased since the original sale. However, the protections do not apply to every type of property transaction. Queensland’s sunset clause reforms are also being reviewed to assess whether they are working as intended. In 2025, the Queensland Government invited feedback from consumers, developers and industry participants about the effectiveness of the 2023 legislative changes. Where the reforms may not apply Current Queensland reforms apply to many – although not all – regulated off-the-plan contracts. Depending on how a development is structured, certain arrangements may fall outside the regime. Legal commentary from the Queensland Law Society has noted that apartment projects can still present risks for buyers where sunset clauses are used to terminate contracts. In more complex disputes, a property litigation lawyer may become involved. This distinction can be particularly relevant on the Gold Coast, where many buyers purchase apartments off the plan within large developments. Where the sunset date sits in an off-the-plan contract The following simplified timeline illustrates how sunset clauses often operate in Queensland property contracts. If the development has not reached settlement by the sunset date set out in the contract, the clause may allow either party to terminate the agreement depending on its wording. Buyers frequently ask a Gold Coast property lawyer or property lawyers on the Gold Coast to review these clauses before the deadline approaches. Buyer protections under Queensland law Queensland legislation provides several safeguards for buyers in off-the-plan transactions. Disclosure requirements Developers must provide a disclosure statement identifying the proposed property and development works involved. This includes information such as: Reviewing these documents is typically part of the property conveyancing process undertaken by conveyancing solicitors on the Gold Coast. Protection against major changes If the developer changes key details in the disclosure statement, buyers may have the right to terminate the contract if the change causes material prejudice. Material prejudice may include situations where: Buyers must generally terminate within a very limited period after receiving notice of the change, or before settlement occurs, whichever happens first. Advice from property lawyers on the Gold Coast can assist in assessing whether material prejudice has occurred. Limits on deposit access Deposits paid under off-the-plan contracts must usually remain in a trust account until settlement occurs or the contract lawfully ends. This protects buyers if the contract is terminated. Why sunset clauses sometimes cause disputes The Ruby Ruby development illustrates how termination clauses can become controversial when market conditions change. Construction cost escalation has affected many development projects across Australia in recent years, with shortages of materials, contractors and labour contributing to rising costs. In some cases, developers may rely on contractual provisions to terminate projects if financing conditions or construction feasibility cannot be met. Court cases have also demonstrated the financial stakes involved in these disputes. In a Queensland Supreme Court decision in June 2025, a developer was ordered to repay approximately $6.1 million to a buyer after terminating off-the-plan contracts and later reselling the properties for $10 million. How buyers on the Gold Coast can reduce risk Buying off the plan can offer advantages such as securing a property early in a growing market, but it can also be fertile ground for dispute and disappointment. This can be particularly true where the market falls during the long