- 1300 267 711
- Australia Wide
Your supplier hasn’t delivered. Your business partner is acting outside the agreement. A contractor has walked off the job half-done — and is now demanding full payment. You pull out the contract, read the clauses, and think: surely this is clear-cut.
Last updated: April 2026
On This Page:
It rarely is.
Contract disputes are among the most common — and most misunderstood — areas of commercial litigation. The written words on the page are only part of the picture. What was said before the contract was signed, how the parties actually performed, whether the contract complies with industry regulations, and whether the other side has clean hands all matter. Strategy wins contract disputes, not just a careful reading of the document.
At Boss Lawyers, we act for businesses and individuals across Brisbane in contract disputes of all sizes — from a disputed invoice in QCAT to complex multi-party litigation in the Supreme Court. We’ve seen contracts written on the back of a coaster, downloaded from the internet, and drafted by top-tier firms. Every one of them can end up in dispute. What matters is how you respond when it happens.
It sounds obvious, but the first step in any contract dispute is a careful review of the contract itself — all of it. Not just the clause you think has been breached, but the entire agreement including schedules, annexures, terms and conditions, and any variations or side agreements.
We regularly see clients who have focused on one provision without reading the dispute resolution clause, the limitation of liability provision, or the entire agreement clause that excludes everything discussed before signing. These provisions can fundamentally change your position.
The single biggest mistake we see in contract disputes is delay. Business owners often hope the problem will resolve itself — that the other party will come to the table, that the defective work will be fixed, that the overdue payment will arrive. It usually doesn’t.
Early legal advice protects your position. It ensures you don’t inadvertently waive rights, miss limitation periods, or take steps that undermine your claim. A 30-minute consultation at the first sign of trouble is worth more than months of correspondence after positions have hardened.
Not every contract dispute is worth pursuing through the courts. Litigation is expensive, time-consuming, and uncertain. Part of our role is giving you an honest assessment: what are your prospects of success, what will it cost, and is there a better commercial outcome available?
Sometimes the best result is a well-crafted letter of demand that resolves the matter in weeks. Sometimes it’s mediation. Sometimes — when the amounts justify it and the other side won’t negotiate — it’s proceeding to trial. We’ll tell you which path makes sense for your situation, not just which path generates the most legal fees.
Boss Lawyers is experienced in a broad range of contract disputes across multiple industries. Our commercial litigation team regularly acts in matters involving:
Each type of dispute requires a different strategic approach. A repudiation claim, for example, is fundamentally different from a simple non-payment dispute — both in how you prove it and in its consequences for the parties’ ongoing obligations.
One of the most powerful principles in contract law — and one that many business owners don’t know about — is repudiation. Put simply: if one party has fundamentally breached the contract, the other party may be entitled to treat the contract as at an end. That means all obligations under the contract may be discharged — including restrictive covenants, non-compete clauses, and post-termination restraints.
This principle can completely transform a contract dispute.
In a recent matter, we acted for an individual who had been sued by their former employer — a commercial services business — for alleged breach of post-termination restraint provisions. The employer claimed our client had taken confidential information and solicited clients after leaving. On the surface, it looked like our client was in serious trouble.
But when we reviewed the full picture, a different story emerged.
The employer had failed to pay significant commissions owed to our client — tens of thousands of dollars — and had made unauthorised deductions from remuneration. We argued that this conduct constituted repudiation of the employment contract. If the employer had repudiated the contract, the post-termination restraints fell away entirely. Our client couldn’t be bound by obligations in a contract the employer had already broken.
We didn’t stop at defence. We filed a counterclaim for the unpaid commissions and unauthorised deductions. Overnight, the case transformed from “former employee took our data” to “employer who didn’t pay their staff wants to enforce a contract they broke first.” The counterclaim created a significant set-off against any damages the employer might prove, and it put real settlement pressure on the other side.
The employer had also sought injunctive relief — equitable orders to restrain our client’s activities. We raised a clean hands argument: the employer could not seek equity when its own conduct was deficient. It had failed to implement basic IT security controls, had no information protection policies, had encouraged personal device use during employment, and had failed to revoke system access for weeks after termination. You cannot ask a court for equitable relief while your own house is in disorder.
If you’re facing a claim for breach of contract — particularly one involving restrictive covenants or post-termination obligations — the first question to ask is whether the other side has held up their end of the bargain. If they haven’t, the entire claim may unravel.
Being sued for breach of contract doesn’t mean you’ve lost. There are numerous defences available, and we’ve successfully relied on many of them. Some of the most effective include:
In certain regulated industries, contracts must comply with specific statutory requirements to be enforceable. If those requirements aren’t met, the contract may not give rise to enforceable rights — regardless of whether the work was actually performed.
We acted in a matter where a builder commenced proceedings against our client for unpaid building works. On review, we identified that the contract was a regulated domestic building contract under the Queensland Building and Construction Commission Act 1991 (Qld) that was required to be in writing with specific prescribed terms and conditions. No compliant written contract existed. We defended the claim on the basis that the builder had no enforceable right to payment because the statutory requirements for a valid regulated contract had not been met.
This defence applies across multiple regulated industries — not just building. Whenever a contract is subject to statutory form requirements, non-compliance can be fatal to a claim.
Corporate structures matter. In one matter, a plaintiff issued breach of contract proceedings against our client. Upon review, we identified that the proceedings had been commenced against the wrong legal entity — the contracting party was a different company within a group structure. We applied for summary judgment and had the proceedings struck out.
This is more common than you might think. Businesses operating through multiple entities — holding companies, trading entities, trusts — create complexity that plaintiffs sometimes fail to navigate. Before commencing proceedings, you must identify the correct contracting party. Getting it wrong wastes time and money, and the other side’s lawyers will capitalise on the mistake.
Since November 2023, the unfair contract terms regime under the Australian Consumer Law has had real teeth. Businesses that include unfair terms in standard form contracts now face significant civil penalties — up to $50 million for companies, $2.5 million for individuals, or three times the benefit obtained from the unfair term (whichever is greatest). This was a game-changer for small businesses locked into one-sided agreements.
Under Part 2-3 of the ACL (Schedule 2, Competition and Consumer Act 2010 (Cth)), a term in a standard form contract is unfair if it:
Common unfair terms we encounter include:
Separately from the unfair contract terms regime, Australian law has long held that contractual provisions imposing penalties — as opposed to genuine pre-estimates of loss — are unenforceable. The High Court’s decisions in Andrews v Australia and New Zealand Banking Group Ltd (2012) 247 CLR 205 and Paciocco v Australia and New Zealand Banking Group Ltd (2016) 258 CLR 525 clarified the modern approach: a clause will be a penalty if it imposes a consequence on breach that is out of all proportion to the innocent party’s legitimate interest in enforcing the contract.
This is not just an academic principle. It has real application in everyday commercial disputes.
We acted for a client who had engaged a business services provider under what appeared to be a straightforward service agreement. Within weeks, it became clear the services being delivered were not as described. When our client sought to terminate, the provider pointed to the contract: a rollover provision that locked the client in for an extended period, and a clause requiring payment of the full remaining balance if the client terminated early.
We challenged the clause on two grounds. First, the early termination payment was an unenforceable penalty — it bore no reasonable relationship to the provider’s actual loss from early termination and was instead designed to punish the client for leaving. Second, the term was unfair under Part 2-3 of the ACL — it created a significant imbalance in the parties’ rights, was not reasonably necessary to protect the provider’s legitimate interests, and would cause significant financial detriment to our client if relied on.
This is not an isolated case. We regularly see penalty clauses and unfair terms in service agreements, subscription-based contracts, coaching and consulting agreements, franchise agreements, and software licensing contracts. They are more common than most business owners realise — and they often don’t survive legal challenge.
If you’ve signed a contract that feels one-sided, or you’re being told you owe a large sum simply for wanting to exit an agreement, don’t assume you’re bound by every clause. The unfair contract terms regime and the penalty doctrine exist precisely to protect businesses from oppressive contractual terms. Get legal advice before paying.
And if you’re a business that uses standard form contracts — particularly if you’re engaging consumers or small businesses — the November 2023 penalty regime means it’s critical to have your contracts reviewed. A clause that might have been merely unenforceable before could now expose your business to civil penalties.
Some of the most expensive contract disputes we’ve handled weren’t caused by bad faith — they were caused by bad contracts.
We acted in a matter involving a private project where one party built a custom vessel for another. The “contract” was essentially oral, with some terms jotted down informally — effectively written on the back of a coaster. There was no clear agreement on specifications, price variations, completion dates, or what would happen if something went wrong.
The result was a protracted and expensive dispute for both sides. Arguments about scope, specifications, final price, and what had actually been agreed consumed months of legal proceedings. The cost of resolving the dispute dwarfed the cost of the original project — and would have been a fraction of the price if the parties had spent a few hundred dollars on a proper written agreement at the outset.
We regularly see businesses — across many industries — that have downloaded contract templates from the internet or drafted their own terms and conditions. These templates are typically drafted for a different jurisdiction (often the United States or United Kingdom), fail to comply with Australian consumer protection laws, contain clauses that are unenforceable, and miss critical issues specific to the industry or transaction.
Common problems we encounter with template contracts include:
A contract that costs $500 to $2,000 to have drafted properly by a lawyer — tailored to your business, your industry, and Australian law — can save tens of thousands of dollars in litigation costs when something goes wrong. And in business, something always eventually goes wrong.
One provision that catches many business owners off guard is the “entire agreement” clause. This is a standard term in most professionally drafted contracts that states the written contract constitutes the entire agreement between the parties, superseding all prior discussions, negotiations, representations, and understandings.
The practical effect: if you relied on verbal promises made during negotiations — about pricing, service levels, future commitments, or anything else — but those promises didn’t make it into the written contract, the entire agreement clause may prevent you from relying on them in a breach of contract claim.
This doesn’t mean you’re without remedy (see our discussion of section 18 of the ACL below), but it does mean you should never sign a contract assuming that verbal assurances will be enforceable. If it matters, it needs to be in writing.
Understanding the process helps you make informed decisions about whether and how to pursue a contract dispute. Here’s what the typical path looks like in Queensland.
Every contract dispute starts with a thorough review of the contract, the relevant correspondence, and the facts. We assess the strength of your position, identify the key risks, quantify the claim (or exposure), and develop a strategy. This might take a single consultation or, in complex matters, a detailed written advice.
Before commencing proceedings, the usual first step is a formal letter of demand setting out the breach, the loss, and the remedy sought. This is not just a formality — a well-drafted letter of demand resolves many disputes without the need for court proceedings.
In appropriate cases, we also use Calderbank offers (offers of compromise) early in the process. A Calderbank offer, if not accepted and later beaten at trial, can have significant costs consequences for the other party. It’s a strategic tool that creates real pressure to settle.
Most contract disputes settle before trial. Negotiation — whether directly between lawyers or through a formal mediation with an independent mediator — is often the most cost-effective way to resolve a dispute. Queensland courts actively encourage (and in many cases require) mediation before trial.
Mediation is not a sign of weakness. It’s a commercial decision. A negotiated outcome that you control is often preferable to a judgment that a court imposes — particularly given the costs, delays, and uncertainty of litigation.
If the dispute cannot be resolved, court proceedings may be necessary. In Queensland, the appropriate court depends on the amount in dispute:
The choice of court affects not only the procedure but also the costs. Litigation in the Supreme Court is significantly more expensive than in the Magistrates Court, and the costs rules differ. We’ll advise you on the appropriate forum and ensure the costs are proportionate to what’s at stake.
Winning a judgment is only half the battle — you then need to collect. If the other party doesn’t pay voluntarily, enforcement options include garnishee orders (seizing bank accounts or debts owed to the judgment debtor), charging orders over property, warrants for seizure, and in appropriate cases, insolvency proceedings such as bankruptcy notices or statutory demands for winding up. Our debt recovery team handles enforcement as a core part of our practice.
Here’s something many business owners — and some lawyers — overlook: when the breach of contract claim fails, a claim under the Australian Consumer Law may succeed.
Section 18 of the ACL (Schedule 2, Competition and Consumer Act 2010 (Cth)) prohibits conduct in trade or commerce that is misleading or deceptive, or likely to mislead or deceive. Critically, this provision:
We regularly see this pattern: the written contract is watertight, with an entire agreement clause that excludes all pre-contractual representations. Our client relied on verbal promises made during negotiations — about quality, timelines, capacity, or future commitments — but the contract wipes those out for the purposes of a breach of contract claim. However, if those representations were misleading or deceptive when made, section 18 provides an alternative cause of action that survives the entire agreement clause.
The remedies available under the ACL can be more flexible than those for breach of contract — including damages, injunctions, and orders to vary or set aside the contract entirely. It’s a powerful tool, and one we always consider alongside the traditional breach of contract analysis.
Contract disputes are a core part of what we do at Boss Lawyers. Here’s what sets us apart:
A breach of contract occurs when one party fails to perform their obligations under the contract without lawful excuse. This can include failing to deliver goods or services, delivering defective goods or services, failing to make payments on time, or failing to comply with any other term of the agreement. The breach may be actual (the party has already failed to perform) or anticipatory (the party has indicated they will not perform in the future). Not every breach entitles the innocent party to terminate — the breach must be sufficiently serious, or the contract must contain a specific termination right.
Yes — in most cases. Australian law recognises oral contracts, and contracts can also be formed by conduct. However, proving the terms of an oral contract is significantly more difficult than proving a written one. You’ll need to establish what was agreed through witness evidence, emails, text messages, invoices, and other circumstantial evidence. Note that in some regulated industries — such as domestic building work under the QBCC Act — contracts must be in writing to be enforceable. If you’re relying on an oral agreement, get legal advice early.
Repudiation occurs when one party, by words or conduct, demonstrates an intention to no longer be bound by the contract. If a party repudiates, the innocent party can elect to accept the repudiation and treat the contract as at an end — which discharges both parties from future obligations, including restrictive covenants and post-termination restraints. Alternatively, the innocent party can affirm the contract and hold the repudiating party to their obligations. The election must be made promptly and communicated clearly. Repudiation is a powerful doctrine but must be handled carefully — wrongly accepting a repudiation can itself constitute a breach.
The general principle is that damages for breach of contract aim to put the innocent party in the position they would have been in had the contract been performed (expectation damages). This can include lost profits, the cost of obtaining substitute performance, and consequential losses that were reasonably foreseeable at the time of contracting. Under the Civil Liability Act 2003 (Qld), there are limitations on certain types of damages. You may also be entitled to interest on damages from the date of the breach. In some cases, restitutionary remedies (recovering what you paid) may be more appropriate than expectation damages.
Under the Limitation of Actions Act 1974 (Qld), the limitation period for a breach of contract claim is six years from the date the cause of action accrued — which is usually the date of the breach. For contracts executed as deeds, the limitation period is twelve years. These are hard deadlines — once the limitation period expires, your claim is statute-barred regardless of its merits. If you think you may have a claim, don’t delay in seeking legal advice.
In Queensland, costs generally follow the event — meaning the losing party is usually ordered to pay a contribution towards the winning party’s legal costs. However, a costs order does not mean you recover all your costs. On a standard basis, you might recover 50-70% of your actual costs. On an indemnity basis (which may apply if the other party unreasonably rejected a Calderbank offer), the recovery is higher. The costs rules vary between courts and tribunals — in QCAT, for example, costs orders are the exception rather than the rule. We factor costs exposure into every strategic recommendation we make.
Whether you’re facing a breach of contract claim, considering commencing proceedings, or need advice on a contract before you sign it, Boss Lawyers can help. We provide clear, practical advice and — when litigation is necessary — experienced, strategic representation.
Call Boss Lawyers on 1300 267 711 or contact us online to arrange a consultation.
Boss Lawyers Pty Ltd
Level 27, Santos Place, 32 Turbot Street
Brisbane QLD 4000
This is general information only and is not legal advice. You should obtain professional advice specific to your circumstances.
