Commercial disputes

Commercial disputes resolved without prolonging them unnecessarily.

Contract claims, debt recovery, oppression, and misleading conduct disputes for Queensland businesses.

Most commercial disputes are about money, but the argument is rarely just about the number.

Disputes arise from broken contracts, unpaid invoices, misleading conduct, shareholder conflicts, and business relationships that have stopped working. The legal framework gives each party rights and remedies. The practical question is which of those rights are worth pursuing, in which forum, at what cost, and on what timeline.

Good commercial dispute advice begins with that question, not with a statement of the legal position. The legal position is usually ascertainable within a day or two. Whether litigating it is the right course takes longer to assess and depends on factors that are specific to the dispute: the strength of the evidence, the financial position of the other side, the cost of the proceedings relative to the amount in dispute, and the value of the commercial relationship if it can be preserved.

Fraser Lawyers acts on commercial disputes for Queensland businesses, from the first letter to final resolution, by whatever path makes the most sense.

Scope of work

What we help with

Fraser Lawyers acts on commercial dispute matters, including:

Matter: What it usually involves
Contract breach claims: Failure to perform obligations, defective performance, and wrongful termination.
Debt recovery: Recovery of unpaid invoices, loans, and trade debts.
Misleading and deceptive conduct: Claims under s 18 of the <em>Australian Consumer Law</em> (Cth).
Statutory demands: Issuing and responding to demands under the <em>Corporations Act 2001</em> (Cth).
Shareholder and oppression disputes: Minority shareholder claims and director conduct disputes.
Disputed business sales: Warranty claims, misrepresentation, and price adjustment disputes.
Guarantee enforcement: Enforcement of director guarantees and personal guarantees.
Subcontractor and builder disputes: Commercial disputes in the construction and trades industries.
Restraint of trade disputes: Enforcement and challenges to post-employment and post-sale restraints.
Pre-litigation letters and demands: Strategic correspondence to resolve disputes before proceedings commence.

The type of dispute determines the forum, the time frame, and the costs. A debt of $50,000 is pursued differently from a claim under the Australian Consumer Law for misleading conduct, which is pursued differently again from a shareholder oppression claim in the Supreme Court.

Understanding the appropriate pathway early avoids spending time and money on a process that was never the right one for the dispute.

Process

What happens after you are charged.

The first question in any commercial dispute is whether a cause of action exists. A grievance is not the same as a legal claim. The fact that the other side has behaved badly, that you have lost money, or that you feel you have been treated unfairly does not, by itself, mean you have a claim the Court will recognise.

The common bases for commercial claims in Queensland are:

Breach of contract. A party has failed to perform an obligation in a binding contract, or has performed it defectively. The claimant must establish: a contract existed, an obligation was owed, the obligation was breached, and loss resulted.
Misleading or deceptive conduct. Under s 18 of the Australian Consumer Law (Cth), a person engaged in trade or commerce must not engage in conduct that is misleading or deceptive, or likely to mislead or deceive. The provision extends beyond false statements to include conduct, omissions, and half-truths. It applies in business-to-business transactions as well as consumer transactions.
Statutory demand and insolvency. A creditor who is owed a debt by a company can serve a statutory demand under s 459E of the Corporations Act 2001 (Cth). If the company does not comply within 21 days, it is presumed insolvent and can be wound up on that basis.
Oppression. Under s 232 of the Corporations Act 2001 (Cth), a shareholder can seek Court relief where the company’s affairs have been conducted in a manner that is oppressive, unfairly prejudicial, or unfairly disregards the interests of a member.
Unjust enrichment and restitution. In some circumstances, a party who has conferred a benefit on another without receiving consideration may recover the value of that benefit on a restitutionary basis, even without a contract.

Identifying the correct legal basis for a claim is not a formality. The wrong framing can lead to the wrong forum, the wrong limitation period, and insufficient evidence being gathered at the right time.

Forums

Where commercial disputes are resolved in Queensland.

The forum for a commercial dispute is determined by the subject matter, the amount in dispute, and sometimes the agreement of the parties.

Queensland Civil and Administrative Tribunal (QCAT). Handles minor civil disputes up to $25,000, certain consumer claims, and some tenancy matters. Informal procedure. Legal representation is limited in some categories.

Magistrates Court of Queensland. Civil jurisdiction for claims up to $150,000. The most common forum for debt recovery and smaller contract claims. Governed by the Uniform Civil Procedure Rules 1999 (Qld) and the Civil Proceedings Act 2011 (Qld).

District Court of Queensland. Civil jurisdiction for claims between $150,000 and $750,000. More formal procedure. Most debt and contract disputes of moderate size are heard here.

Supreme Court of Queensland. Unlimited civil jurisdiction. Handles complex commercial disputes, injunctions, oppression claims, and high-value matters. Governed by the Uniform Civil Procedure Rules 1999 (Qld).

Federal Court of Australia. For matters arising under Commonwealth legislation: misleading conduct claims under the Australian Consumer Law (Cth), insolvency matters under the Corporations Act 2001 (Cth), and competition law matters under the Competition and Consumer Act 2010 (Cth). The Court’s jurisdiction is established by the Federal Court of Australia Act 1976 (Cth).

Arbitration and mediation. Many commercial contracts include dispute resolution clauses requiring mediation or arbitration before litigation can commence. Arbitral awards are enforceable as judgments. Mediation is non-binding but resolves many disputes before they reach a court hearing.

Strategy

When to settle, and when to push.

Most commercial disputes settle before trial. That is not because the parties are weak or the claims are poor. It is because the cost, delay, and uncertainty of litigation makes a negotiated resolution rational for both sides in most cases.

The question is not whether to settle but when, and on what terms. A party who settles too early often accepts less than their claim was worth. A party who settles too late has spent the difference in legal costs. The right point is somewhere between those two positions, and it depends on the strength of the case, the financial resilience of both parties, and what the defendant has to lose from a judgment.

Statutory demands are a specific tool worth understanding. A statutory demand served on a debtor company creates a 21-day window to pay or dispute the debt. If neither happens, the company is presumed insolvent. That presumption is powerful: it shifts the burden to the company, and is the foundation for a winding-up application. A statutory demand is not appropriate where the debt is genuinely disputed. Using it to pressure a company into paying a contested claim can be set aside by the Court and may expose the claimant to costs.

Misleading conduct claims under s 18 of the Australian Consumer Law (Cth) are worth considering in disputes involving representations made during a sale or negotiation. The section does not require dishonesty. Conduct that was misleading, even if the maker believed it to be true, is sufficient. That makes it a broader ground for recovery than fraud in many commercial contexts.

Time limits

Deadlines and risks.

Limitation periods matter in commercial disputes. Missing one means losing the right to sue, not just the argument about whether the claim was good.

Under the Limitation of Actions Act 1974 (Qld), the general limitation period for contract claims is six years from the date of breach. For deeds, it is twelve years. Claims for misleading conduct under the Australian Consumer Law (Cth) must generally be brought within six years of the conduct. Limitation periods can be suspended in limited circumstances, including where the loss was latent and the claimant could not reasonably have discovered it.

Statutory demand timelines are shorter. A company served with a statutory demand under the Corporations Act 2001 (Cth) must pay the debt or apply to have the demand set aside within 21 days. Applications to set aside the demand must be filed in Court, not merely notified. Missing that window is a serious problem: the company becomes presumed insolvent.

Evidence also deteriorates over time. Witnesses’ recollections fade, documents are lost, and the practical ability to reconstruct what happened becomes harder. A dispute that is straightforward on the evidence today may be genuinely difficult to prove in two years. The case for acting promptly is practical as much as it is legal.

What we do

How Fraser Lawyers acts in these matters.

Fraser Lawyers assesses the strength of a claim, identifies the appropriate forum and procedure, and advises on the most efficient path to resolution. That advice begins with the legal position but does not end there. The commercial context, the cost of proceedings, the financial position of the other side, and the timeline are all part of the analysis.

For pre-litigation matters, the firm prepares letters of demand, negotiates with the other side or their lawyers, and structures settlement offers and responses. Most commercial disputes that are capable of resolution settle at this stage.

Where proceedings are necessary, Blake Fraser manages the litigation: filing and serving documents, managing disclosure, preparing evidence, briefing counsel where appropriate, and appearing in court or tribunal for interlocutory matters. For significant litigation, the firm briefs experienced barristers for hearing.

Practical

Documents to bring.

The contract Any written agreement, order form, or terms and conditions.
Correspondence Emails, letters, and text messages related to the dispute.
Invoices and payment records Issued and received invoices, receipts, and bank records.
Statutory demand If one has been served, the original document and the date it was received.
ASIC company details For disputes involving companies: the opposing party's ASIC extract.
Evidence of loss Any records showing the financial impact of the dispute.
Representations made pre-contract Any statements, brochures, or promotional materials that affected your decision to contract.
Prior dispute correspondence Any letters of demand, responses, or settlement offers already exchanged.
Dispute resolution clause Any provision in the contract requiring mediation or arbitration before Court.

Pathway

The likely path.

Step 1 — Initial assessment.

Fraser Lawyers reviews the available documents and correspondence, identifies the legal basis for a claim or defence, assesses the strength of the position, and advises on the appropriate forum and procedure. This stage usually produces a clear view of whether the dispute is worth pursuing and at what cost.

Step 2 — Letter of demand or response.

For claimants, a formal letter of demand is usually the first step. It puts the other party on notice, states the legal basis for the claim, quantifies the loss, and gives a deadline for response. Many disputes resolve at this stage, either by payment or by opening settlement negotiations. For defendants, the firm prepares a response that protects the legal position without escalating unnecessarily.

Step 3 — Negotiation and mediation.

Where the dispute is not resolved by correspondence, the parties may engage directly or through solicitors to negotiate. Many contracts require mediation before litigation. Even where it is not required, a mediation conducted with proper preparation frequently resolves disputes at a fraction of the cost of a hearing.

Step 4 — Commencement of proceedings.

Where proceedings are necessary, the firm prepares and files the originating process in the correct court or tribunal, serves the defendant, and manages the procedural steps: disclosure of documents, exchange of witness statements, and interlocutory applications.

Step 5 — Hearing or final resolution.

Most matters that reach proceedings still resolve before a final hearing. Where a hearing is required, the firm prepares the evidence and brief, and appears with or without counsel depending on the complexity and the forum. After judgment, enforcement steps are taken if necessary: default judgment, garnishee orders, or further steps to recover against a defendant who does not pay voluntarily.

Frequently asked

Questions we hear often.

Plain-English answers to the questions clients tend to ask. If your question is not here, call us.

Get in touch

What is the first step if someone owes me money?

The starting point is a formal letter of demand, which sets out the amount owed, the legal basis for the claim, and a deadline for payment, typically 14 days. A letter of demand is not just a formality. Courts expect parties to have attempted resolution before commencing proceedings, and a clear letter of demand creates a record that the claimant did so. If the debtor is a company, a statutory demand under s 459E of the Corporations Act 2001 (Cth) is a specific option that creates additional pressure, but it is appropriate only where the debt is not genuinely disputed.

What does a statutory demand do?

A statutory demand is a formal demand served on a company under s 459E of the Corporations Act 2001 (Cth), requiring payment of a debt of at least $4,000 within 21 days. If the company does not pay or apply to have the demand set aside within that period, it is presumed insolvent, and a creditor can commence winding-up proceedings on the basis of that presumption. A statutory demand is a powerful enforcement tool but is not appropriate if the debt is genuinely in dispute. Using one to collect a contested debt may result in the demand being set aside with a costs order against the claimant.

What is misleading conduct under the Australian Consumer Law?

Section 18 of the Australian Consumer Law (Cth) prohibits a person in trade or commerce from engaging in conduct that is misleading or deceptive, or likely to mislead or deceive. The provision applies to businesses, not just individuals, and extends to omissions and half-truths, not only false statements. Importantly, it does not require dishonesty: a statement that was believed to be true can still be misleading if it creates a false impression. The section applies in both consumer and business-to-business transactions, and claims must generally be brought within six years of the conduct.

Do I have to go through mediation before taking someone to Court?

Whether mediation is required depends on the contract and the court. Many commercial contracts include dispute resolution clauses requiring the parties to attempt mediation or negotiation before commencing proceedings. Some courts and tribunals also have pre-trial mediation steps built into their procedure. Even where it is not required, mediation is often worth attempting: it can resolve a dispute in one day at a fraction of the cost of a hearing, and the parties retain control of the outcome rather than leaving it to a judge.

How long does commercial litigation take?

It depends heavily on the forum and the complexity of the matter. In the Magistrates Court, a defended matter with no significant procedural complications might be heard within 12 to 18 months of filing. In the Supreme Court or Federal Court, complex commercial proceedings commonly take two to three years from commencement to trial. Interlocutory applications can be heard more quickly. Most commercial disputes that are capable of resolution settle before trial, often within the first year of proceedings, once both parties have a clear view of the evidence and the likely outcome.

Can I recover my legal costs if I win?

In Queensland courts, a successful party is generally entitled to a costs order in their favour. However, party-party costs, which is the standard order, typically recover only 60-70% of actual legal costs. An indemnity costs order, which recovers more, is available in specific circumstances, including where the other party has engaged in unreasonable conduct or rejected a reasonable settlement offer. Cost recovery is never guaranteed, and the prospect of a costs order should not be the primary reason for commencing proceedings. The principal question is whether the likely recovery, after costs, justifies the exercise.

Talk to Fraser Lawyers about your commercial dispute.

A short outline of the situation and what you want to achieve is usually enough to identify whether a legal claim is viable and what the process looks like. Fraser Lawyers is based at 86 Bundall Road, Bundall, and acts for businesses in commercial disputes across the Gold Coast and Queensland.

Call (07) 5554 6116 Send a short enquiry