What Is a Sunset Clause in Queensland Real Estate? Definition and Agent Guide

A sunset clause in a Queensland off-the-plan contract is a provision that allows either the buyer or the seller to terminate the contract if the development — the registered plan, completed lot, or settled transaction — has not been achieved by a specified date. The clause effectively puts an expiry date on the contract, allowing either party to exit if the building is not completed or the plan not registered by the due date. For agents working in Queensland’s project marketing and new development space, the sunset clause is one of the most consequential provisions in any off-the-plan contract — and since 22 November 2023, its operation for sellers has been fundamentally transformed by amendments to the Land Sales Act 1984 (Qld).

How a Sunset Clause Works in Queensland Off-the-Plan Contracts

The basic mechanics

In off-the-plan land sale contracts, a sunset clause operates by reference to a date by which settlement must occur. The sunset date is set in the contract, usually by the seller, and is generally intended as an outside date beyond what is acknowledged as a likely settlement date at the time of contract — it provides practical leeway and contractual certainty for both parties.

The clause typically specifies the timeframe within which the developer must settle the property with the buyer. This may include obtaining all necessary approvals from local government, securing all certifications for occupation, and completing construction. The clause is designed to protect buyers from uncertainty by giving them a defined timeframe for project completion.

The sunset date in any given contract cannot exceed the statutory maximum. For off-the-plan community titles scheme purchases such as apartments and townhouses, the statutory sunset date is five and a half years from the date the contract was signed. For off-the-plan land sales, the statutory sunset date is 18 months from the date the contract was signed. If the contract does not specify a period, the maximum timeframe is three and a half years.

Buyer rights versus seller rights

It is essential that agents understand the asymmetry here. The buyer’s statutory right to terminate if the plan has not registered by the prescribed sunset date has not changed. If the sunset period expires without settlement, the buyer has a statutory right to terminate and receive a refund of all amounts paid. Buyers can also exercise this right if their own circumstances change and the development has not progressed — they are not locked in indefinitely.

The seller’s position is entirely different. A sunset clause cannot automatically terminate an off-the-plan contract. If a sunset clause purports to automatically terminate the contract, it is taken to mean the contract can be terminated under the new statutory provisions, on or after the sunset date. The practical implication for agents: if a developer’s contract contains language suggesting automatic termination on the sunset date, that language does not operate as intended under post-November 2023 Queensland law.

What the contract must deliver

The sunset clause sets the final date by which the plan of subdivision must be registered or the building completed. In projects involving community titles schemes — apartments, townhouses, and similar — there is an additional layer: developers must provide additional disclosure documents for proposed lots in a community titles scheme. These include a draft Community Management Statement, a proposed budget for the body corporate, and any draft bylaws or exclusive use schedules, required under the Body Corporate and Community Management Act 1997 (Qld).

Off-the-plan sales typically use custom, non-standard contracts, as the properties are yet to be registered or built, and the standard REIQ contract does not apply to these transactions. The purpose of a sunset clause is to allow an event, or multiple events, to take place before settlement can occur — failing which the matter can be ended, usually without penalty.

Why the Sunset Clause Matters for Queensland Agents

The problem it was designed to solve

The sunset clause is not merely a technicality. The 2023 Queensland reforms were introduced in direct response to concerns in the marketplace that property developers were using sunset clauses to terminate off-the-plan contracts in order to re-list and sell the proposed lot for a higher price. Whilst buyers would receive their deposit back upon termination, changing market conditions and rising house prices would make it difficult for them to afford another similar property.

The problem was acute and well documented in Southeast Queensland. The Kokomo riverfront development at Carrara drew public attention when buyers were asked to pay up to $1 million more on top of their original prices to retain apartments as contracts approached their sunset dates. The delayed 64-unit development was due for completion in mid-2023, after buyers initially signed contracts in 2021 and 2022. Many feared their contracts would be cancelled, leaving them with lost capital gains and potential rent.

At Main Beach, developer Andrews Group invoked the sunset clause for some multi-million dollar contracts in its Dune project. One buyer who had signed a contract for $5.5 million had their contract cancelled by the developer. That buyer stated their apartment had since been back on the market from $8.5 million.

Why agents working in project sales need to understand this

Agents acting in the sale of off-the-plan property are not removed from these dynamics — they are embedded in them. Project marketers and sales agents acting for developers carry the same disclosure obligations as residential agents. The Form 6 appointment, the disclosure delivery, and the buyer acknowledgment all apply.

When a developer client approaches a sunset date and the project has not completed, the agent’s relationship with the buyer is tested. If the developer issues a sunset clause notice and the buyer is receiving information only from the developer’s side, the agent may find themselves in the middle of a difficult situation. Understanding the process — and steering buyers firmly toward independent legal advice — is not just good practice; it protects the agent’s own professional standing.

A sunset clause allows the contract to be terminated if the development is not completed by a specified date. Recent law tightens a developer’s ability to invoke it to walk away, so the projected completion date and sunset arrangements are now central disclosure items. Any agent involved in marketing a development should be able to clearly explain the sunset date to prospective buyers and direct them to seek legal review before signing.

The 2023 Reforms: What Changed and What Remains Unresolved

The legislative shift

On 14 November 2023, the Queensland Government passed the Body Corporate and Community Management and Other Legislation Amendment Bill 2023, amending the Land Sales Act 1984 (Qld) to refine the operation of sunset clauses in off-the-plan land sale contracts. The amendments brought comparable Queensland legislation in line with existing New South Wales legislation and, importantly, operated retrospectively to existing unsettled contracts in Queensland.

A new Division 4A of the Land Sales Act 1984 applies to all off-the-plan contracts that include a sunset clause entered into on or after 22 November 2023, and retrospectively to existing unsettled contracts. The retrospective reach of this reform was significant: it did not only protect buyers entering new contracts after that date — it applied immediately to buyers already holding contracts that had not yet settled.

The three pathways for seller termination

Under the amended Land Sales Act 1984 (Qld), sellers can only use the sunset clause to terminate off-the-plan contracts for the sale of land in the following situations: with written consent of the buyer of the land; under an order of the Supreme Court; or in other limited scenarios prescribed by regulation.

Pathway 1 — Written consent of the buyer. To terminate with the buyer’s consent, a seller is required to provide the buyer with a ‘sunset clause notice’ at least 28 days before the sunset date. The notice must contain a statement that the seller is proposing to terminate on the sunset date; an explanation that termination via the sunset clause can only occur with the buyer’s written consent; a requirement for the buyer to respond by the day before the sunset date; and the seller’s reasons for terminating the contract.

There is a critical trap for buyers in this process. Buyers are required to act reasonably when giving or withholding their consent. Should a buyer fail to respond to the notice, they will be deemed to have consented to termination on the sunset date. The legislation does not require the seller to state in their notice that a failure to respond will constitute deemed consent — it simply requires a statement that the buyer must respond no later than the day immediately before the sunset date.

Pathway 2 — Supreme Court order. If a seller seeks to apply to the Supreme Court for an order permitting them to terminate the contract under a sunset clause, they must satisfy the court that it is just and equitable in the circumstances. The court will consider, among other things, whether the seller acted reasonably or in bad faith, whether there is a reasonable prospect of the seller settling the contract, the effect of termination on the parties, whether the value of the land has increased, and all steps the seller has taken to achieve settlement. The seller will also be liable to pay the buyer’s costs of the proceedings unless the seller satisfies the court that the buyer unreasonably withheld consent to the termination.

The critical gap: apartments remain unprotected

The reforms do not apply to sunset clauses in linked or single house-and-land contracts. More importantly, off-the-plan apartment sales were exempted from these reforms. Buyers of off-the-plan lots in a community title scheme for apartments or townhouses remain exposed to the same risks the government sought to eliminate in land sales.

The Queensland Law Society’s Proctor magazine has noted that apartment buyers remain exposed to weaker safeguards and has called for broader reform. At the time the off-the-plan land sale reforms were introduced, the QLS recommended the changes be applied to apartment sales as well, and continues to reiterate that call.

This is a live issue. In September–October 2025, the Queensland Department of Justice ran a public consultation asking buyers, developers, and industry groups for feedback on the 2023 sunset clause reforms for off-the-plan land contracts, with the government seeking to determine whether these laws are protecting buyers as intended, and whether they need to go further. Agents working in the apartment development space should monitor the outcome of this review closely, as an extension of the land reforms to community titles schemes remains a real possibility.

Deposits and trust accounts

The 2023 reforms also addressed deposit handling. The reforms mean sellers cannot get early access to any deposits paid under off-the-plan contracts. Deposits paid under off-the-plan contracts can only be released from a trust account to sellers at the time of settlement, or if the contract otherwise finalises and the seller is entitled to the deposit. Agents holding deposits as a stakeholder under an off-the-plan contract must understand this restriction clearly.

Contracting out of these reforms is prohibited, and any clause in a contract to that effect will be void under section 22 of the Act. That means no developer instruction, however forcefully expressed, can override the statutory protection. An agent presented with a contract that purports to limit these buyer rights should flag the issue immediately with the developer’s solicitor.

What Queensland Agents Need to Know About Sunset Clause Due Diligence

Reading the contract before marketing begins

Off-the-plan contracts are usually hundreds of pages long and need careful review of each clause, as they are often bespoke and drafted by solicitors on behalf of the developer. An agent’s role is not to interpret or advise on those clauses — but the agent must know enough about them to answer basic questions accurately and to identify when a buyer needs to be directed to a solicitor.

Specifically, every agent marketing an off-the-plan product should be able to identify and explain:

• The sunset date as specified in the contract
• Whether the development is a land subdivision or a community titles scheme, and therefore which legislative regime applies
• Whether the contract contains any variation clauses that affect the buyer’s rights
• The process and timeframe for the sunset clause notice if invoked

The seller must issue a Sunset Clause Notice at least 28 days before the sunset date, outlining their reasons and seeking consent. Critically, the buyer’s failure to respond does not constitute consent — unlike the deemed consent that arises from silence on the notice itself. Wait — this deserves clarification for agents: in providing or withholding their consent, buyers must respond reasonably to the notice. A failure by the buyer to respond will be deemed as consent to termination on the sunset date. This is counterintuitive and must be communicated clearly to any buyer asking about their options.

When a developer approaches the sunset date

When a developer advises that a project is approaching its sunset date without completion, the agent’s responsibility is clear: direct every buyer to independent legal advice immediately. If a developer terminates under a sunset clause without complying with the relevant procedural rules, the buyer may have damages remedies and the developer may face regulator scrutiny.

Agents should also understand that buyer consent cannot be assumed or encouraged by the agent on the developer’s behalf. The buyer must make that decision independently, based on their own legal advice. An agent who urges a buyer to sign a consent to termination without ensuring the buyer has obtained proper legal advice risks a complaint to the Office of Fair Trading and potential disciplinary action under the Property Occupations Act 2014 (Qld).

Developer track record as a due diligence baseline

Researching the developer’s track record, including past projects, financial stability, and reputation for finishing on time and to budget, is a critical component of due diligence before signing any off-the-plan contract. For project marketing agents, this is equally a professional baseline: agreeing to list and market a development with a developer who has a pattern of invoking sunset clauses is a reputational risk, not just a commercial one.

The issue of developments failing to materialise became increasingly common throughout Southeast Queensland post-pandemic, as potential homeowners who had signed off-the-plan contracts faced developments delayed by the pandemic, inclement weather, labour and material shortages, council approval processes, or a combination of those factors. Project marketing agents should be asking developers direct questions about construction finance, building contract status, and projected registration dates before signing any agency agreement.

Finance risk for buyers — an agent’s obligation to flag

Formal loan approval and valuation will only occur just before settlement, which could be years after signing. Buyers need a clear financial strategy for settlement that accounts for this delay. In a rising rate environment, a buyer who secured pre-approval at the time of signing may find the market and their own borrowing capacity significantly changed by the time the sunset date approaches. This is not a matter agents can advise on — but it is a genuine risk that must be flagged clearly and buyers directed toward their financial adviser and solicitor.

Off-the-plan purchases carry extra risk, including construction delays, market shifts, and finance expiry. Agents who present the product solely on its advantages — locking in a price, staged payments, a brand-new property — without ensuring buyers understand the sunset clause, the statutory timeframes, and the reformed rules around developer termination are setting themselves and their buyers up for problems.

What This Means for Queensland Agents

The sunset clause in a Queensland off-the-plan contract is not boilerplate. Since the Body Corporate and Community Management and Other Legislation Amendment Act 2023 took effect on 22 November 2023, the landscape has shifted materially in favour of buyers — but the protection is incomplete. Land contract buyers are now substantially protected from unilateral developer termination. Apartment buyers in community titles schemes are not.

For agents, the practical obligations are these: know which legislative regime applies to the contract you are marketing; ensure every buyer is directed to independent legal advice before signing; understand the sunset notice process well enough to explain it accurately; and never act on a developer’s behalf in ways that pressure, guide, or influence a buyer’s decision to consent to termination.

The Queensland Department of Justice’s 2025 public consultation signals that further reform in the apartment space is likely. Agents marketing off-the-plan apartment products in Brisbane, the Gold Coast, and the Sunshine Coast should treat the existing gap in buyer protection as a live risk to manage — not a settled question. When those reforms arrive, the agents who already understand the sunset clause mechanics will be the ones positioned to advise their clients, manage their developer relationships, and continue transacting without interruption.