The Queensland Court of Appeal has upheld a developer’s termination of an off-the-plan apartment sale contract even though separate titles had been created before the contractual sunset date. The decision overturned a judgment of approximately $6.1 million in the buyer’s favour.
In CAV Gasworks Pty Ltd v JYP Jiang Pty Ltd [2026] QCA 221, decided on 30 October 2026, the Court divided 2–1. The majority’s conclusion depended on the wording of the contract and the seller’s practical ability to perform its settlement obligations. It is a significant reminder for buyers and developers to examine how the sunset clause operates with the rest of the contract.
The dispute over two Newstead apartments
In June 2017, the buyer agreed to purchase two proposed lots in the Luminare development at Newstead, Brisbane, for $4.2 million. It paid a $420,000 deposit.
The relevant title requirements were satisfied before the contractual sunset date of 30 December 2022. However, the apartments were not ready for contractual completion by that date. The seller issued a termination notice on 13 April 2023.
The buyer challenged the termination and succeeded at trial, obtaining a judgment of $6,097,841.42, including interest. The Court of Appeal reversed that judgment. The published orders preserved the declaration concerning the buyer’s entitlement to the deposit and its accretions. (CAV Gasworks, [1]–[2], [8]–[9], [26]–[28], [118].)
Why registration of title did not decide the case
The dispute centred on the interaction between the notice and sunset provisions.
Clause 8.1 required the seller to give notice once the relevant title requirements were satisfied. Its second sentence qualified that obligation: the seller need not give notice until satisfied that all its contractual and legal obligations required at or before settlement could be completed within 14 days.
Clause 8.3 permitted either party to terminate if the seller “cannot” give that notice within the stipulated period.
The buyer argued that, once titles existed, the seller was able to give the notice. On that interpretation, the seller’s permission to delay giving notice did not mean it was unable to give it.
The majority, Crow and Hindman JJ, read the provisions with the obligations that the notice would trigger. Under this contract, the inquiry included whether the seller could practically meet its settlement obligations within the ensuing period.
That meant the creation of titles did not, by itself, bring the seller’s termination right to an end. The agreed completed apartments and finishes also mattered. The majority judges reached the same result through different reasoning. (CAV Gasworks, [47]–[62], [66]–[83], [107]–[116].)
The decision turned on this contract
The result does not establish a general right for a developer to terminate an off-the-plan contract whenever construction is delayed.
The seller’s satisfaction was also subject to constraints. Hindman J found an implied requirement of honesty, reasonableness and non-hindrance of fulfilment of the purpose of the express conditions. Crow J likewise referred to honest and reasonable readiness to settle. Those conclusions concerned the mechanism in this contract. (CAV Gasworks, [56], [60], [80], [115].)
Bradley JA dissented and would have upheld the buyer’s interpretation. Hindman J described the construction question as finely balanced. The disagreement illustrates how much can depend on the precise relationship between a notice obligation, its qualifications and the termination clause. (CAV Gasworks, [18]–[29], [38], [67].)
Registration and certification are different from contractual completion
The Court also distinguished statutory certification from completion of everything promised under the contract.
An occupancy or classification certificate may issue while agreed finishes or other contractual obligations remain outstanding. Whether the seller is ready to settle therefore requires attention to the contract’s actual requirements. (CAV Gasworks, [53]–[55], [112].)
For a contract review, it helps to identify the consequences attached to each milestone: registration of title, certification, completion of the agreed works, service of a settlement notice and settlement itself.
Queensland statutory protections also matter
The applicable legislation depends on the type of property being sold.
For off-the-plan sales covered by the Land Sales Act 1984 (Qld), sections 19C–19F restrict a seller’s use of a sunset clause. The statutory routes include the required notice and the buyer’s written consent, a Supreme Court order, or another method prescribed by regulation.
Those provisions do not apply to proposed lots governed by the Body Corporate and Community Management Act 1997 (Qld), including the apartment lots in this case. Section 217B of that Act gives buyers a separate, conditional right to terminate for failure to settle within the applicable period. It does not give developers a corresponding statutory right.
A contractual extension should also be checked against the statutory buyer protection. The Court expressly noted that distinction in this case. (CAV Gasworks, [98]–[100], footnote 38.)
Practical lessons for buyers
A buyer receiving a termination notice should have the complete contract and the asserted termination ground reviewed promptly. Registration of title is one part of that review.
The documents worth preserving include the signed contract and annexures, disclosure material, extension notices, construction updates, certification records and correspondence about readiness to settle.
Where the developer proposes to resell, the buyer should obtain advice promptly about its position and whether any urgent protective relief is available. The appropriate response will depend on the contractual wording, evidence and applicable law.
Practical lessons for developers
A developer considering termination should identify the exact contractual right, establish whether its conditions are satisfied and check the statutory regime before issuing a notice.
Contemporaneous records should explain what remained outstanding, whether the settlement obligations could be performed within the relevant period, and the basis for any required satisfaction or opinion. Delay alone does not answer those questions.
For future contracts, the drafting should make clear which event must occur by the sunset date and how that event connects to the notice, completion and extension provisions.
Advice on off-the-plan contract disputes
Boss Lawyers advises on commercial contract disputes, property disputes and building and construction litigation. We can review the contractual position, assess a proposed or disputed termination and advise on the available options.
If you have received a sunset-clause termination notice, are considering issuing one, or need an off-the-plan contract reviewed, contact Boss Lawyers on 1300 267 711.
This article provides general information current at 2 November 2026. Obtain advice about your particular contract and circumstances before acting.
