Time kills more commercial claims than bad facts do. In Queensland commercial litigation, there is a strict legal deadline — a limitation period — within which you must commence proceedings. Miss it, and your claim becomes statute-barred, meaning a court will refuse to hear it regardless of how strong your evidence is, how much money you are owed, or how clearly the other party breached their obligations.
This is not a procedural technicality that clever lawyers can work around. It is an absolute bar. Once a limitation period expires, the debt or claim is legally unenforceable in court. The loss is permanent.
Yet limitation periods are among the most commonly misunderstood aspects of commercial law in Queensland. Business owners delay seeking advice, assume they have more time than they do, or simply do not know the relevant deadline exists. The result — claims that should have succeeded, lost forever to the calendar.
This guide explains how limitation periods work in Queensland commercial disputes, the key timeframes you need to know, and what to do if you are approaching — or may have already passed — a deadline.
What Is a Limitation Period?
A limitation period is the legally prescribed window within which a person must commence court proceedings to enforce a legal right. In Queensland, limitation periods are primarily governed by the Limitation of Actions Act 1974 (Qld) (the Act), though other statutes impose their own specific deadlines that override the general Act in particular circumstances.
The policy rationale is straightforward: courts and defendants should not face claims arising from conduct that is decades old, where evidence has been lost, memories have faded, and witnesses are unavailable. Limitation periods create certainty and finality.
But that rationale provides cold comfort to a creditor who discovers they are statute-barred. The practical consequence is severe: a debt that was real and enforceable becomes, in law, a debt that cannot be collected in court.
Key Limitation Periods for Queensland Commercial Disputes
Breach of Contract — 6 Years
The most common limitation period in commercial disputes is 6 years from the date the cause of action accrues — that is, from the date the breach of contract occurred. Under section 10 of the Limitation of Actions Act 1974 (Qld), simple contract claims must be commenced within 6 years.
Critically, the 6-year period runs from the date of breach, not the date you discovered the breach. If a contractor failed to deliver on 1 July 2019 and you did not realise until 2022, the clock started running in July 2019. You need to commence proceedings by July 2025.
This matters enormously in commercial settings where parties often attempt to negotiate informally for months or years before accepting that litigation is necessary. Every month spent negotiating is a month off your limitation clock. For context on how commercial disputes typically unfold, see our guide on Commercial Litigation in Brisbane.
Deeds — 12 Years
If the contract is executed as a deed — a formal document signed, witnessed, and delivered — the limitation period extends to 12 years under section 10(3) of the Act. This longer period reflects the greater formality associated with deeds.
Many commercial contracts — particularly loan agreements, security documents, guarantees, and settlement deeds — are executed as deeds precisely to take advantage of this longer period. If your agreement is a deed, check the execution clause carefully.
Tort — 6 Years (General)
Claims in tort — including negligence, misleading and deceptive conduct, conversion, and trespass to goods — carry a 6-year limitation period in most commercial contexts. In the commercial litigation context — think professional negligence against an accountant or financial adviser, negligent misstatement, or tortious interference with business — the 6-year period typically applies.
Recovery of Land — 12 Years
Claims relating to the recovery of land are subject to a 12-year limitation period under the Act. This applies to adverse possession scenarios and disputes over title or possession of real property.
Enforcement of Court Judgments — 12 Years
If you already hold a court judgment in your favour but have not enforced it, you have 12 years from the date of judgment to take enforcement action. After that period, the judgment may be unenforceable without leave of the court.
This is commonly overlooked by creditors who win in court, then allow years to pass without pursuing enforcement. If the defendant’s financial position was poor at judgment but improved later, the creditor needs to act before the 12-year enforcement window closes. For enforcement options, see our guide on Debt Recovery in Brisbane.
Unfair Preference Claims — 3 Years (Liquidation Context)
When a company enters liquidation, a liquidator can pursue unfair preference claims against creditors who received payments in the 6 months before insolvency. The liquidator’s right to commence those proceedings is subject to limitation periods under the Corporations Act 2001 (Cth) — generally, voidable transaction proceedings must be commenced within 3 years of the relation-back day.
When Does the Clock Start Running?
Identifying the precise moment a cause of action accrues — and the limitation clock starts — is often the most contested issue in limitation period disputes. Common scenarios:
- Unpaid invoices: The cause of action typically accrues when payment was due (the due date in the invoice or contract), not when the invoice was issued.
- Loan repayments: If a loan is repayable on demand, the cause of action may accrue on the date of the demand, not the date the loan was made.
- Ongoing breaches: Where a contract is breached repeatedly over time (e.g., recurring obligations not performed), each breach may give rise to a fresh cause of action with its own limitation clock.
- Latent building defects: Defects may not be discoverable for years. Queensland law has specific provisions that can extend limitation periods for latent building defects — see our Building and Construction legal guides.
Can a Limitation Period Be Extended?
In certain circumstances, the limitation period can be extended or the clock can be reset:
Acknowledgment of Debt
Under section 35 of the Limitation of Actions Act 1974, if a debtor acknowledges a debt in writing, the limitation period restarts from the date of acknowledgment. A clear written acknowledgment — an email confirming the debt exists and expressing an intention to pay — can reset the clock entirely.
Part Payment
Similarly, a part payment made by the debtor (or someone authorised by them) acknowledges the debt and restarts the limitation clock under section 35. Even a small payment can be decisive.
Fraudulent Concealment
If the defendant fraudulently conceals the cause of action, time may not run until the claimant discovers — or ought reasonably to have discovered — the fraud. This exception is fact-specific and requires careful analysis.
Disability
Where a claimant is under a legal disability (such as mental incapacity) at the time the cause of action accrues, the limitation period is postponed until the disability ceases.
The Discoverability Trap in Commercial Disputes
A common misconception is that a limitation period runs from when the claimant discovered the breach. For most Queensland commercial contract claims, the clock runs from the date of breach — not discovery.
Consider a company that discovers in 2025 that a former director breached their fiduciary duties in 2017 — stealing business opportunities, diverting clients, or causing secret profits to flow to a related entity. The 6-year period may have expired in 2023, before the wrongdoing was even uncovered. Whether any exception applies depends on the specific facts, including whether fraud or concealment was involved.
For advice on director duties and potential breach of fiduciary duty claims, see our guide on Director Disputes.
Limitation Periods Under the Corporations Act and ACL
Where claims are brought under Commonwealth legislation — including Australian Consumer Law claims under the Competition and Consumer Act 2010 (Cth) — different limitation periods may apply. Claims under section 18 of the ACL (misleading or deceptive conduct) must generally be commenced within 6 years of the date the cause of action accrued. Claims under the Corporations Act have their own specific timeframes.
When claims span multiple statutes or involve Commonwealth legislation, identifying the correct limitation period requires careful analysis. The wrong statute or the wrong accrual date can be fatal to a claim.
Contractual Limitation Clauses — Shorter Periods
In addition to statutory limitation periods, many commercial contracts include contractual limitation clauses that impose shorter deadlines than the statutory default. Terms requiring disputes to be notified or commenced within 12 months are common in commercial agreements, particularly in supply contracts, service agreements, and construction contracts.
These contractual periods are generally enforceable — and may be significantly shorter than the 6-year statutory period. Review your contracts carefully.
What to Do If You Are Running Out of Time
If you are approaching a limitation deadline, or concerned you may have already missed one, take these steps urgently:
- Seek legal advice immediately. Do not wait. Even a few days can matter when a deadline is imminent.
- Identify the precise cause of action and accrual date. This requires careful analysis of your facts, the relevant contract, and the applicable statute.
- Consider whether any extension grounds exist. Written acknowledgment? Part payment? Fraudulent concealment? These can change the outcome entirely.
- Commence protective proceedings if necessary. If there is any uncertainty about whether a limitation period has expired, commencing proceedings stops the clock. The proceedings can be managed strategically while the limitation question is resolved.
- Review your contracts for contractual limitation clauses that may be shorter than the statutory period.
Practical Checklist
- ☑ Identify all outstanding claims and unpaid debts
- ☑ Note the date each cause of action arose (date of breach or due date)
- ☑ Apply the correct limitation period (6 years for contract; 12 years for deeds and judgments)
- ☑ Check commercial contracts for contractual limitation clauses
- ☑ Review correspondence for written acknowledgments that may have reset the clock
- ☑ Seek legal advice at least 3–6 months before any limitation deadline expires
- ☑ If a period may have passed, get immediate advice — do not assume the claim is dead without analysis
How Boss Lawyers Can Help
Limitation periods are not theoretical. Every year, Queensland businesses lose the right to pursue legitimate claims simply because they waited too long to act. Our team regularly advises on identifying the correct limitation period, establishing when a cause of action accrued, assessing extension grounds, and commencing urgent protective proceedings when deadlines are imminent.
If you have an outstanding commercial dispute and are not certain whether you are still within time, act now. Contact Boss Lawyers on 1300 267 711 or visit our Commercial Litigation page.
This is general information only and is not legal advice. You should obtain professional advice specific to your circumstances. Boss Lawyers Pty Ltd | Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 | 1300 267 711 | ABN 38 143 136 645.
