An off-the-plan contract asks a buyer to commit years before there is anything to walk through. To make that workable, almost every one carries a sunset clause: a long stop date by which the development must hit a defined milestone, failing which the contract can be ended.
The difficulty appeared when land values rose sharply. A developer who had sold lots cheaply had an obvious incentive to let the date arrive, end the contract and resell at the higher price. Queensland legislated to close that off, and since 22 November 2023 a seller cannot simply invoke the clause and walk away.
The protections are narrower than usually described. They sit in the Land Sales Act 1984 (Qld), and on that Act’s definition they do not reach an apartment or townhouse in a community titles scheme. That distinction decides what a buyer actually has behind them, and it is the point most commonly stated wrongly.
What a sunset clause does
The Act defines a sunset clause as a term providing for the contract to be terminated if a relevant event does not happen by the sunset date: Land Sales Act 1984 (Qld) s 19B. A relevant event is registration of the plan of subdivision, creation of a separate indefeasible title for the lot, settlement of the contract, or another event prescribed by regulation.
Two features of that definition matter. An option deed is caught where it grants an option to purchase a proposed lot, which brings the call side of a put and call structure inside the regime. And the clause is defined by what it does rather than what it is called.
What changed on 22 November 2023
Part 2 Division 4A of the Act, inserted by the Body Corporate and Community Management and Other Legislation Amendment Act 2023 (Qld) s 50, does three things.
It stops the clause operating by itself. A sunset clause cannot automatically terminate an off-the-plan contract, and where a contract says otherwise the clause is read down to mean the contract may be terminated on or after the sunset date under the Division: s 19C. The date arriving is no longer the end of the matter, it is the start of a process.
It then limits how a seller may use the clause. A seller may terminate only with the buyer’s written consent given after a formal notice, under an order of the Supreme Court, or in a way prescribed by regulation: s 19D(1). The third route depends on a regulation being made, and the legislation register lists no Land Sales regulation in force, so in practice there are two, and both require somebody other than the developer to agree.
It also reaches backwards. The Division applies to an off-the-plan contract entered into before the commencement that had not settled immediately before it: s 39, so the Division applied to those unsettled contracts from 22 November 2023.
Which contracts the rules cover, and which they do not
The Act applies to the sale of a proposed lot, which its dictionary defines as land that will become a lot on registration of a plan of survey, while expressly excluding a proposed lot to which the Body Corporate and Community Management Act 1997 (Qld) applies. Vacant land in an ordinary subdivision is inside Division 4A. A lot in a community titles scheme is not.
Two further exclusions catch people out. The Act does not apply to a large transaction, being six or more proposed lots sold by one seller to one buyer under a single contract or contracts made within 24 hours, nor where the sale arises from a reconfiguration into not more than five lots: s 3(3) and s 3(4). A subdivision of four or five blocks sits outside it.
| Question | Vacant lot in a land subdivision | Lot in a community titles scheme |
| Which Act governs the sale | Land Sales Act 1984 (Qld), Part 2 | Body Corporate and Community Management Act 1997 (Qld), Chapter 5 |
| Can the seller end the contract on the sunset date without your agreement | No, unless the Supreme Court permits it | The Act imposes no equivalent restriction; the contract terms and the general law govern |
| Deadline the seller is under | Must settle within 18 months after you enter the contract: s 14(1) | The Act sets no settlement deadline; it fixes when your termination right arises instead |
| When delay lets you terminate | Once the 18 months passes, unless the failure is your own default: written notice before settlement, s 14(5) | Once the seller misses the earlier of the contract’s settlement date and 5 and a half years, or 3 and a half years where no date is set, unless you defaulted or asked for a later date the seller agreed to: signed written notice before settlement, s 217B |
The 18-month deadline does real work. Because the seller must settle within 18 months of the buyer entering the contract, a sunset date pushed years into the future does not extend the seller’s own obligation.
The first route: notice, then written consent
If a developer wants to end the contract on the sunset date, the starting point is a sunset clause notice: in writing, given at least 28 days out, and stating that the seller proposes to terminate on that date, that it may only do so with the buyer’s written consent, the reasons for the proposed termination, and that the buyer must respond by the day immediately before the sunset date: s 19D(3). The requirement to give reasons matters: the developer must commit to an explanation in writing before the fact.
The buyer has an obligation in return: to consider the notice, act reasonably, and respond within the time stated: s 19E. Reasonably is not defined, so it turns on the facts, including what the buyer stands to lose.
Silence is not agreement. A failure to respond is not to be taken as evidence that the buyer consents, although a buyer who says nothing will have failed to meet the obligation to respond, which a court may later weigh.
The second route: an order of the Supreme Court
The court order is an alternative to consent rather than a step after it: the seller may apply to the Supreme Court whether or not consent has been sought. The court may make the order only if the seller satisfies it that doing so is just and equitable: s 19F(2). The onus sits on the seller.
The matters the court must consider include bad faith or unreasonable conduct by the seller, whether matters beyond its control affected its ability to settle or the viability of its business, the prospect of settlement, what the seller did to minimise the problem, the effect of termination on the buyer, how far the buyer has performed, and whether the land has increased in value.
Notably, the rise in value that made termination attractive is itself a mandatory consideration, though the Act does not fix the weight it carries. Costs point the same way: the seller must pay the buyer’s costs of the proceeding unless it satisfies the court that the buyer unreasonably withheld consent: s 19F(4).
Buying an apartment or townhouse off the plan
None of the above applies to a proposed lot in a community titles scheme, where most unit and townhouse developments sit. Those sales are governed by the Body Corporate and Community Management Act 1997 (Qld), which contains no equivalent restriction on a seller terminating under a sunset clause.
What it gives a buyer is a termination right of their own. If the seller has not settled, other than because of the buyer’s default, by the earlier of the contract’s own settlement date and 5 and a half years, or where the contract sets no such date by 3 and a half years after it was entered into, the buyer may terminate by signed written notice before settlement: s 217B. Each of those periods runs to a later day instead if the buyer asked for a later settlement date and the seller agreed. The statutory right sets the floor rather than the whole of the position, so what the contract says about delay still matters.
The Act also fixes the front edge of settlement. A contract for a proposed lot is taken to include a term that settlement must not occur earlier than 14 days after the seller tells the buyer the scheme has been established or changed, overriding anything else in the contract about settlement: s 212.
What this means when you are signing
Read the clause for the milestone, not the date. The practical question is which relevant event the contract picks, because a clause tied to registration behaves differently from one tied to settlement. Where the event is not settlement, the sunset date can shift to a later day if the contract lets the parties extend it, so how an extension comes about repays close reading.
Check where the deposit goes: money paid towards the purchase of a proposed lot must be held in a prescribed trust account by a law practice in Queensland, a real estate agent or the public trustee: s 17. And do not accept a contractual workaround. A contract for the sale of a proposed lot is void to the extent it purports to exclude, restrict or otherwise change the effect of a provision of the Act: s 22. A term drafted to sidestep the Division is ineffective.
Published 28 August 2026.
Getting the clause read before you sign
Sunset clauses are one of the few parts of an off-the-plan contract where the drafting decides the outcome, and where the answer changes depending on whether you are buying a block of land or a lot in a scheme. The time to work that out is before the contract is signed, not when a notice arrives.
The current text is on the Queensland Government’s site, for both the sunset provisions and the community titles provisions.
Related reading
- How Fraser Lawyers helps with off-the-plan purchases
- The Form 2 seller disclosure statement
- Do I need a solicitor to buy a house in Queensland?
- Conveyancing services
- Contact Fraser Lawyers
Need advice? Whether a sunset clause can be used against you depends on the kind of lot you are buying and how it is drafted. If you have a contract or a notice from a developer, contact Fraser Lawyers to understand your rights and where you stand, with no obligation. |
This article is general information only and is not legal advice. Queensland law and the figures referred to can change, and every situation turns on its own facts. Contact Fraser Lawyers for advice specific to your circumstances.
If you would like to discuss your matter, you can book a consultation or call (07) 5554 6116.
