Off-the-plan purchases

An off-the-plan contract commits you to a property that does not exist yet.

Contract review, sunset-clause analysis, and deposit protection for Queensland off-the-plan buyers.

An off-the-plan contract commits you to a purchase price today for a lot or apartment that has not been built, registered, or in some cases even approved. The land does not yet have a title number. The building does not yet have a certificate of occupancy. Settlement may be months or years away.

That gap between signing and settling is where most of the risk lives. Market values may fall. Construction may stall. A developer may seek to extend or invoke a sunset clause. Finance pre-approval arranged at signing may expire long before settlement arrives.

Queensland has specific legislation governing off-the-plan sales: the *Land Sales Act 1984* (Qld) sets minimum disclosure requirements, deposit limits, settlement deadlines, and the rules developers must follow before relying on a sunset clause. The 2023 amendments to that Act significantly restricted a developer’s ability to terminate under a sunset clause — but those protections only work if the buyer understands what the contract actually says.

Fraser Lawyers reviews off-the-plan contracts before buyers sign, identifies the clauses that create long-term risk, and advises on what can and cannot be negotiated.

Scope of work

What we help with

Fraser Lawyers acts on off-the-plan purchase matters, including:

Matter: What it usually involves
Contract review before signing: Identifying developer-favourable terms, sunset provisions, and variation clauses.
Sunset-clause analysis: Assessing the sunset date, extension rights, and the buyer's position if a developer applies to Court.
Deposit protection advice: Confirming deposit limits and trust-account requirements under the Land Sales Act 1984 (Qld).
Finance condition advice: Structuring finance conditions to account for the gap between signing and settlement.
Cooling-off period and termination: Advising on the 5-business-day cooling-off period under s 166 Property Occupations Act 2014 (Qld).
Disclosure statement review: Assessing the seller's disclosure obligations under the Property Law Act 2023 (Qld) ss 99-102.
Contract variation and specification changes: Reviewing clauses permitting the developer to alter finishes, layout, or lot boundaries.
Settlement timing and readiness: Preparing for settlement once the lot is registered and a title number is issued.
Body corporate disclosure review: Reviewing body corporate information for apartment and complex purchases.
Post-settlement defect notification: Advising on rights and timeframes if defects appear shortly after settlement.

Off-the-plan transactions look like standard residential purchases. The paperwork is more complex, the timeline is longer, and the statutory framework is different. A contract that appears balanced at signing may contain provisions that only become relevant two years later, when the developer’s position and the buyer’s have diverged.

Understanding the contract before signing is significantly less expensive than understanding it after a problem has developed.

Process

What happens after you are charged.

The *Land Sales Act 1984* (Qld) applies to contracts for the sale of a “proposed lot”: a lot shown on a plan that has not yet been registered with the Titles Office. Most off-the-plan apartment and land-estate purchases fall within this definition.

The Act imposes several minimum requirements on sellers.

Deposit limit: A seller cannot require more than 20% of the purchase price as a deposit before the lot is registered. Amounts above that threshold convert the arrangement into an instalment contract, which carries different obligations for both parties.
Settlement deadline: The seller must settle within 18 months of the contract date unless the buyer agrees otherwise. Failure by the seller to meet that deadline — through the seller’s own default — entitles the buyer to terminate by written notice.
Trust-account protection: Deposits paid under off-the-plan contracts must be held by a regulated stakeholder (solicitor, public trustee, or real estate agent) in a prescribed trust account. The seller cannot access those funds before settlement or lawful termination.
Disclosure obligations: From 1 August 2025, the seller must provide a disclosure statement under Part 8A of the *Property Law Act 2023* (Qld) before the buyer signs. The disclosure statement must include information about encumbrances, known defects, and body corporate matters.

These protections set a floor. They do not address every risk in the contract. A developer’s standard form contract typically includes additional terms — particularly around variations and extensions — that operate lawfully but may not serve the buyer’s interests.

Sunset clauses

What happens when a developer wants to terminate.

A sunset clause sets a date by which settlement must occur. If it does not, the clause provides a right to terminate. Until 2023, that mechanism could be used by developers to exit contracts they had entered at lower prices, resell at a higher market price, and leave buyers without a property and with only their deposit returned.

The *Land Sales Act 1984* (Qld) was amended in November 2023 to prevent that outcome. Division 4A (ss 19A-19F) now provides that no off-the-plan contract can be terminated automatically under a sunset clause. A developer who wishes to terminate must either obtain the buyer’s written consent or apply to the Supreme Court for an order.

The Court must be satisfied that termination is just and equitable in the circumstances. The factors it considers include the developer’s conduct, the cause of the delay, the movement in property values, and the impact on the buyer. A developer who delayed construction for commercial reasons is in a different position to one who faced genuine external disruption.

The reforms apply to contracts entered into on or after 22 November 2023, and retrospectively to contracts signed before that date that remained unsettled on that date.

What this means for buyers: a sunset clause in a contract is no longer a mechanism for a developer to exit unilaterally. But the buyer’s response to a sunset notice still requires care. Under s 19E, a buyer who receives a sunset-clause termination notice must act within the prescribed period. Missing that window can affect the buyer’s rights. Legal advice at that point is not optional.

Contract terms

The clauses buyers rarely read closely enough.

Developer-prepared off-the-plan contracts are drafted to protect the developer’s position. That is not unusual. It is how most standard-form commercial documents work. The question is whether the buyer understands what they have agreed to.

Several categories of clause recur in Queensland off-the-plan contracts and deserve close attention.

Variation clauses. These permit the developer to alter finishes, fittings, materials, layout, or even lot boundaries within stated tolerances without triggering a right to terminate. Marketing images and brochure descriptions are commonly disclaimed in the contract itself. What you were shown is not necessarily what you contracted for.

Sunset extension clauses. Some contracts give the developer a unilateral right to extend the sunset date by notice. The 2023 amendments to the *Land Sales Act 1984* (Qld) restrict a developer’s ability to terminate under a sunset clause but do not necessarily prevent contractual extension of the sunset date where the contract permits it. The two are different mechanisms.

Finance condition structure. Finance approved at signing for a property that settles in 18 months may not remain available. Many standard contracts require a finance condition to be exercised early and then treated as satisfied. By the time settlement is called, the original approval may have expired and a new approval is required. Buyers should understand this before signing.

Body corporate estimates. Pre-registration levy estimates in off-the-plan contracts are projections. Actual levies once the scheme is registered may differ. Where levies are materially higher than estimated, the buyer has limited recourse unless the contract provides a specific remedy.

Time limits

Deadlines and risks.

Off-the-plan purchases have a layered timeline with several points at which a buyer’s rights can expire or crystallise.

Cooling-off period: Under s 166 of the *Property Occupations Act 2014* (Qld), a buyer has 5 business days from receiving a signed copy of the contract to terminate for any reason. If terminated, the seller may retain 0.25% of the purchase price from the deposit. The cooling-off period does not apply to auction contracts.
Finance condition deadline: If a finance condition is included, it typically specifies a date by which finance must be approved or the condition exercised. Missing this date may mean the condition lapses and the buyer is committed without finance.
Disclosure termination window: Under s 100 of the *Property Law Act 2023* (Qld), a buyer who receives an incomplete or materially inaccurate disclosure statement may terminate. The right is time-limited and cannot be contracted out of.
Sunset-clause notice response: Under s 19E of the *Land Sales Act 1984* (Qld), a buyer who receives a developer’s sunset-clause termination notice must respond within the period prescribed by the Act. The consequences of not responding are significant.
Settlement call: Once the lot is registered and the developer calls settlement, there is usually a short settlement period (commonly 14 days). Buyers who are not prepared — finance not in place, solicitor not briefed — face default interest and potential contract termination.

The cumulative effect is that an off-the-plan purchase requires ongoing attention from signing through to settlement, not simply a review at one end or the other.

What we do

How Fraser Lawyers acts in these matters.

Fraser Lawyers reviews off-the-plan contracts before buyers sign. That review focuses on the practical risks: sunset dates, variation rights, finance condition structure, disclosure obligations, and body corporate estimates. Where terms are negotiable, the firm advises on what can reasonably be sought.

Where a buyer has already signed and an issue has arisen — a sunset-clause notice, a significant variation notice, a delay in registration — the firm advises on the buyer’s position and the available options under the contract and under statute.

At settlement, the firm coordinates with the developer’s solicitors, arranges PEXA access, reviews the settlement statement, and attends to registration of the transfer under the *Land Title Act 1994* (Qld).

Fraser Lawyers acts for individual buyers. The firm does not act for developers on off-the-plan sales.

Practical

Documents to bring.

Contract for sale (proposed lot) Including all schedules, special conditions, and attachments.
Disclosure statement If already provided by the seller under the Property Law Act 2023 (Qld).
Marketing brochure or plan Including any floor plan, site plan, or schedule of finishes shown by the developer or agent.
Finance pre-approval Current conditional or unconditional approval, including the expiry date.
Developer correspondence Any emails, letters, or notices received from the developer or their solicitors.
Body corporate information Estimated levy schedule or body corporate management statement, if provided.
Identification documents Driver's licence or passport for identity verification and PEXA setup.
Sunset-clause notice (if received) Formal notice from the developer invoking a sunset clause, if applicable.
Deposit receipt Confirmation that the deposit has been paid into a regulated trust account.

Pathway

The likely path.

Step 1 — Contract review before signing.

Fraser Lawyers reviews the contract, disclosure statement, and any supporting documents before the buyer signs. This review identifies the material risks: sunset date and extension rights, variation clauses, finance condition structure, deposit terms, and disclosure accuracy. Where the contract has negotiable terms, the firm advises on what can reasonably be sought from the developer.

Step 2 — Signing and cooling-off period.

Once the buyer is satisfied, both parties sign. The 5-business-day cooling-off period under s 166 of the *Property Occupations Act 2014* (Qld) begins when the buyer receives a signed copy of the contract. If the buyer decides not to proceed during this period, the firm prepares and delivers a written termination notice. The seller retains 0.25% of the purchase price; the balance of any deposit is refunded within 14 days.

Step 3 — Between signing and registration.

The gap between signing and the lot being registered can be months or years. During this period, the firm monitors for sunset-clause notices or variation notices from the developer, advises on responses where required, and maintains file readiness. Buyers should keep their finance position under review during this period.

Step 4 — Settlement call.

Once the proposed lot is registered with the Titles Office and the developer calls settlement, there is typically a short settlement period. The firm reviews the settlement statement, confirms that the deposit has been correctly applied, and prepares the settlement documents for PEXA. Any adjustments for rates, body corporate levies, and water are calculated and applied.

Step 5 — Electronic settlement and registration.

Settlement proceeds through PEXA. The balance purchase price is transferred electronically to the developer’s account. The transfer is lodged with the Titles Office under the *Land Title Act 1994* (Qld). The new Certificate of Title is issued in the buyer’s name within approximately 5 to 10 business days.

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 a proposed lot?

A proposed lot is land shown on a plan of subdivision or development that has not yet been registered with the Queensland Titles Office. Most off-the-plan contracts for houses, apartments, and land estates involve proposed lots. The lot does not have a registered title number until the plan of survey is lodged and registered, which typically happens after construction is complete.

How is my deposit protected under an off-the-plan contract?

Under the *Land Sales Act 1984* (Qld), deposits paid under off-the-plan contracts must be held by a regulated stakeholder — a solicitor, public trustee, or licensed real estate agent — in a prescribed trust account. The seller cannot access those funds before settlement or lawful termination of the contract. The 2023 amendments to the Act strengthened these trust-account obligations. Deposits of up to 20% of the purchase price may be required without converting the arrangement into an instalment contract.

Can a developer terminate the contract if the sunset date passes?

Not automatically. The 2023 amendments inserted Division 4A (ss 19A-19F) into the *Land Sales Act 1984* (Qld), commencing 22 November 2023. Under s 19C, a seller cannot terminate an off-the-plan contract automatically when a sunset date passes. The seller must either obtain the buyer’s written consent or apply to the Supreme Court for an order. The Court must be satisfied that termination is just and equitable in all the circumstances, including the seller’s conduct and any movement in market values since the contract was signed.

Can a developer change the specifications after I have signed?

This depends on the contract. Many developer-prepared contracts include variation clauses that permit changes to finishes, materials, layout, or lot boundaries within stated tolerances. Marketing brochures and display suite representations are commonly disclaimed in the contract itself. The buyer’s rights on receiving a variation notice depend on what the contract says, whether the variation falls within the permitted tolerance, and whether the variation is material enough to engage a contractual right to terminate or seek compensation. Reading these clauses before signing is important.

Can I get my deposit back if I change my mind?

During the 5-business-day cooling-off period under s 166 of the *Property Occupations Act 2014* (Qld), a buyer can terminate for any reason. The seller is entitled to retain 0.25% of the purchase price from the deposit; the balance must be refunded within 14 days. After the cooling-off period, a buyer can only terminate if a contractual condition is not satisfied, a statutory termination right applies (such as under s 100 of the *Property Law Act 2023* (Qld) for incomplete or inaccurate disclosure), or the seller is in default. Simply changing your mind after cooling-off does not entitle a buyer to a deposit refund.

What happens when the developer finally calls settlement?

Once the lot is registered, the developer issues a settlement notice specifying the settlement date. The timeframe is usually short — commonly 14 days. At that point, finance must be in place, the settlement statement must be reviewed, and the PEXA workspace must be active. Buyers who are not prepared face default interest under the contract and risk the contract being terminated for failure to settle. Early engagement with your solicitor once registration is approaching avoids this risk.

Does the seller's disclosure statement apply to off-the-plan contracts?

Yes, with modifications. From 1 August 2025, Part 8A of the *Property Law Act 2023* (Qld) requires sellers to provide a disclosure statement before a buyer signs a contract for the sale of a lot. The statement must include prescribed information about the property, including encumbrances, known defects, and body corporate matters. For proposed lots, the disclosure will necessarily reflect the pre-registration position. Under s 100, a buyer who receives an incomplete or materially inaccurate disclosure statement may have a right to terminate. That right has a time limit and cannot be contracted out of.

Talk to Fraser Lawyers about your off-the-plan purchase.

Contract review before signing is the point at which problems can be identified and addressed. Fraser Lawyers is based at 86 Bundall Road, Bundall, and acts for buyers across the Gold Coast and Queensland.

Call (07) 5554 6116 Send a short enquiry