The April 2025 Changes to the Franchising Code of Conduct
Peter Snelgar
This is a subtitle for your new post
The April 2025 Changes to the Franchising Code of Conduct
Part One
This article was originally intended to be a brief summary of those changes to the Franchising Code of Conduct (“the Code”) that were introduced on 1 April 2025. During our review of these changes, with a little breathing room in time, it was quickly decided that at least two parts would be required to give proper justice and thought to the amendments to the Code.
Though we say “amendments to the Code”, this new Code is, essentially, a remake, being able to be differentiated before and after with certainty due to a new numbering system, order of topics and changes extending beyond the more usual ‘addition of sub-sections approach’.
This first part will concentrate on those changes that we believe are largely aimed to increase protections for franchisees for specific circumstances that have come to pass since the initial implementation of the Code. These circumstances may not have initially been planned for or anticipated, and upon their happening may have caused an imbalance of power necessitating redress.
The next of our articles on the topic will detail some of the changes to mechanics and the logistics of documentation and accounting principles for franchisors.
Restraint of Trade
By way of the new Section 42, a franchisor is now prohibited from entering into a franchise agreement that contains a restraint of trade provision that would apply if a number of provisos are met, but essentially, if the agreement contained an option to renew or extend the agreement and the franchisor did not renew or extend the agreement.
This is a particularly specific addition to the Code and does feel as a reaction to a factual circumstance having occurred where a restraint of trade was used in a less than conscionable manner.
This new Section 42 applies to all franchise agreements that were entered into, transferred renewed or extended on or after 1 April 2025.
Early Termination Compensation
The new Section 43 is relevant to all franchise agreements that are not new vehicle dealership agreements.
By way of Section 43(2), franchisors are prohibited from entering into a franchise agreement unless the agreement provides for the franchisee to be compensated if the agreement is terminated before it expires because the franchisor:
- Withdraws from the Australian market;
- Rationalises its networks in Australia; or
- Changes its distribution models in Australia
The agreement must specify how compensation is to be determined, with specific reference to:
- Lost profit from direct and indirect revenue;
- Unamortised capital expenditure requested by the franchisor;
- Loss of opportunity in selling established goodwill; and
- Costs of winding up the franchised business
Pursuant to the new sections 43(3) and (4), franchisors are prohibited from entering into a franchise agreement unless the agreement requires the franchisors to buy back or compensate the franchisee for specific equipment or items purchased by the franchisee, in the event the franchise agreement is terminated before its expiry date under certain circumstances. These specific items and equipment are:
- Outstanding stock purchased by the franchisee that was specified by the franchisor and required to operate the franchise; and
- All essential dedicated equipment and branded product or merchandise purchased by the franchisee that was specified by the franchisor and required to operate the franchise, and that cannot be repurposed for a similar business.
There is a grace period for franchisors in the implementation of these provisions, with them applying to all franchise agreements that are entered into, transferred, renewed, or extended on or after 1 November 2025.
Reasonable Return on Investment
An interesting new provision is that contained in the new Section 44. Again, with a grace period and applying from 1 November 2025.
This Section provides a positive obligation that a franchisor must not enter into a franchise agreement unless that agreement provides the franchisee with a reasonable opportunity to make a return, during the term of the agreement, on any investment required by the franchisor as part of entering into, or under, the agreement.
What the extent of this obligation emplaced on franchisors is, naturally, yet to be tested.
Moving Forward
As always, complex contractual agreements are not a one size fits all situation, all contracts have their own nuances and specificity and individual legal advice should be sought by experienced practitioners prior to entering into any new commercial agreement, particularly franchises.
Disclaimer:
This article is for general understanding and should not be used as a substitute for professional legal advice. Any reliance on the information is strictly at the user's risk, and there is no intention to create a lawyer-client relationship from this general communication.
Contact Us Now!
For comprehensive legal services,
book now for your free initial consultation.
Contact Us
Thank you for contacting us.
We will get back to you as soon as possible.
We will get back to you as soon as possible.
Oops, there was an error sending your message.
Please try again later.
Please try again later.
Contact Us Now!
For comprehensive legal services,
book now for your free initial consultation.
Contact Us
Thank you for contacting us.
We will get back to you as soon as possible.
We will get back to you as soon as possible.
Oops, there was an error sending your message.
Please try again later.
Please try again later.
Our Latest Story
By October 2026 Edition
•
8 October 2026
Cash flow pressure, overdue tax and unpaid suppliers can build gradually, leaving company directors unsure whether the business is experiencing a temporary setback or may be insolvent. Recognising the warning signs and seeking advice early may preserve more options and help directors reduce their personal risk. A company is generally insolvent when it cannot pay its debts as and when they fall due. Financial difficulty does not always mean a business must close, but delays in seeking advice can reduce the restructuring options available, increase business losses and expose company directors to greater personal risk. Business Owner vs Company Director: What’s the Difference? A business owner is someone who owns all or part of a business, while a company director is formally appointed to manage a company and has specific legal responsibilities. In many small businesses, the owner is also a director, but this is not always the case – for example, a sole trader is a business owner but not a company director. Company directors are expected to stay informed about the company’s financial position and take action when warning signs emerge. Ignoring the problem or continuing to incur debts without a realistic ability to pay them may expose directors to serious consequences. Common Warning Signs of Insolvency Warning signs may include ongoing losses, poor cash flow, overdue tax or superannuation, suppliers being paid outside normal terms, increasing debt, difficulty collecting money owed to the business, reliance on personal funds, incomplete financial records, payment arrangements with selected creditors, demands or court documents and suppliers moving the company to cash-on-delivery terms. No single warning sign necessarily proves insolvency. However, directors should seek an immediate review of the company’s financial position when several signs occur together, debts cannot be paid on time or the company is relying on new borrowing or personal funds to meet existing obligations. What Are a Company Director’s Responsibilities? Company directors must understand the company’s operations and financial position, ensure proper records are kept and prevent the company from trading while insolvent. If insolvency is suspected, directors should investigate promptly and obtain appropriate accounting and legal advice. Directors should not rely solely on current bank balances. Cash flow forecasts, debts falling due, tax obligations, employee entitlements, available finance and the realistic recoverability of money owed to the company may all be relevant. What Can Happen If a Company Trades While Insolvent? Continuing to incur debts while insolvent can lead to civil penalties, compensation claims and, in serious cases, criminal consequences. Directors may also face scrutiny over transactions made shortly before an external administration, including payments that unfairly favour one creditor or transfers that remove company assets for less than their true value. What Should Company Directors Do First? Company directors should bring the company’s financial records up to date, prepare a realistic cash flow forecast and identify debts that are already overdue or will shortly fall due. This information can help professional advisers assess whether the company can continue trading and which restructuring or external administration options may remain available. Directors should also avoid selectively paying creditors or transferring assets without advice, as those transactions may later be challenged. Professional advice should be sought before entering new commitments, using personal funds, granting security, selling assets or agreeing to arrangements that may affect creditors. Could the Business Be Restructured? Depending on the company’s circumstances, options may include informal negotiations with creditors, safe harbour planning, small business restructuring, voluntary administration or liquidation. The most appropriate pathway will depend on whether the underlying business is viable, the level and type of debt, available assets and the support of key stakeholders. Early advice is important because some options require careful planning and may no longer be available once the company has exhausted its cash or creditor support. How CJM Lawyers Can Help CJM Lawyers can advise company directors experiencing financial distress, assess legal risk, explain restructuring and external administration options and work alongside accountants and registered insolvency practitioners. We can also assist with creditor negotiations, statutory demands, court proceedings and disputes involving liquidators or company transactions. If your company is struggling to pay debts when they fall due, has overdue tax or superannuation, or is relying on personal funds to meet ongoing expenses, contact CJM Lawyers early. Timely advice may help clarify whether the company is insolvent, preserve restructuring options and reduce the risk of the situation becoming more difficult to manage. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
By October 2026 Edition
•
8 October 2026
Received a termination notice from your developer? Before accepting a refund or assuming the contract is over, take steps to protect your position. When an off-the-plan development is delayed, a developer may seek to end the sale contract by relying on a sunset clause or another contractual right. The notice can appear final, but whether the termination is valid will depend on the contract, the circumstances surrounding the delay and the steps taken by each party. CJM Lawyers recently acted for a purchaser in successfully disputing a developer’s attempt to terminate an off-the-plan contract relating to the Chevron One development on the Gold Coast. The Queensland Supreme Court declared the contracts valid and binding, verifying why buyers should obtain advice before treating a termination notice as the end of a matter. 1. Do Not Immediately Accept a Refund or Sign Further Documents Accepting the return of your deposit, signing a release or agreeing that the contract has ended may affect the options available to you. Before responding, seek legal advice about what the notice means and whether the developer has a valid right to terminate. 2. Check the Deadline for Responding The notice or contract may contain strict timeframes. Record the date the notice was received and arrange an urgent review so that any response, objection or court application can be considered before a deadline passes. 3. Gather the Contract and All Supporting Documents Locate the signed contract, disclosure material, variations, extension notices, emails, letters and any updates about construction or registration. These documents can help establish what the parties agreed, what caused the delay and whether the required process was followed. 4. Review the Sunset Clause and Termination Wording A sunset date passing does not necessarily mean a developer can automatically cancel. The exact wording of the contract, any notice requirements and the relevant law must be considered together. 5. Create a Timeline of the Development Prepare a simple timeline recording key dates, promised completion dates, extensions, reported causes of delay and communications from the developer. This can help us assess whether the developer contributed to the delay or complied with its obligations. 6. Be Clear About the Outcome You Want Some buyers want the contract to remain on foot so they can complete the purchase. Others may prefer to exit and recover their deposit. Your preferred outcome will help shape the legal and commercial strategy. 7. Obtain Legal Advice Early Early advice can help you understand whether the termination is likely to be valid, identify urgent steps and avoid actions that could weaken your position. Depending on the circumstances, options may include disputing the notice, negotiating with the developer or seeking court orders. How CJM Lawyers Can Help CJM Lawyers can review your off-the-plan contract, termination notice and supporting documents, explain your options and communicate with the developer on your behalf. Our Litigation team can also represent you in negotiations and court proceedings where necessary. If a developer is trying to cancel your off-the-plan contract, contact CJM Lawyers before accepting a refund, signing further documents or walking away from a property you still want to secure. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
By September 2026 Edition
•
10 September 2026
Bought off-the-plan and the developer is trying to cancel your contract? Don’t assume it’s the end of the road. Buying property is exciting, but buying off the plan comes with a unique risk: you are committing to a home or investment before it has been built. If completion is delayed and the developer later tries to walk away from the contract, buyers can be left uncertain about their rights, their deposit and the property they hoped to secure. That issue was recently considered by the Queensland Supreme Court in a case involving Chevron One Apartments on the Gold Coast, Queensland. CJM Lawyers acted for one of the purchasers in successfully disputing the developer’s right to terminate. The Court declared the contracts valid and binding, reinforcing an important message for buyers: if you receive a termination notice, it is worth getting legal advice before assuming your contract is over. What Is an Off-the-Plan Property? An off-the-plan property is a property purchased before construction is complete. Instead of buying an existing apartment, townhouse or home, the buyer enters into a contract based on plans, specifications and development documents. This type of purchase can appeal to buyers who want to secure a property early, plan a future move, arrange finance over time or invest before a project is complete. However, because construction and registration can take months or even years, off-the-plan contracts often include strict timelines and conditions that buyers need to understand before settlement. What Is a Sunset Clause? A sunset clause sets a deadline for important steps in a development to be completed. In an off-the-plan contract, this may include registration of the plan, creation of title, completion of construction or settlement. If the deadline passes and the required steps have not happened, the contract may give one or both parties a right to end the contract. However, that right is not always automatic – especially where a developer is relying on the clause to cancel the contract. The wording of the contract, the reason for the delay and any relevant legal requirements all need to be carefully considered. A Recent Win for Property Buyers CJM Lawyers recently acted for one of the purchasers in Supreme Court proceedings concerning the Chevron One development on the Gold Coast. The purchasers had entered into off-the-plan contracts in 2021, with settlement to occur by dates set several years later. When those dates passed, the developer sought to end the contracts. The buyers refused to accept the terminations and took the matter to the Supreme Court. CJM Lawyers acted for one of the purchasers in successfully disputing the developer’s right to terminate. The Queensland Supreme Court declared the contracts valid and binding. Critically, the Court found no basis for allowing the developer to benefit from its own breach of contract. The developer's attempt to point to pandemic-related supply chain disruptions as justification for termination was also rejected. What Should Buyers Do If a Developer Tries to Terminate? If a developer sends you a sunset clause termination notice, do not assume your contract is over. Whether the termination is valid may depend on the wording of the contract, the reason for the delay, the timing of the notice and the steps taken by each party. You should seek legal advice as soon as possible if your development has experienced lengthy delays, you have received a termination notice, a developer is relying on a sunset clause, or you are unsure whether your contract is still binding. Getting advice early can help you understand your rights before you accept a refund, sign documents or make decisions that may affect your legal position. How CJM Lawyers Can Help CJM Lawyers can assist buyers with off-the-plan property disputes, sunset clause issues and proposed contract terminations. Our Litigation team can review your contract and supporting documents, assess whether a termination is likely to be valid, explain your options, negotiate with developers and represent you in court proceedings where necessary. If your developer is trying to cancel your off-the-plan contract, speak with CJM Lawyers before accepting a refund, signing further documents or walking away from a property you still want to secure. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
Our Latest Story
By October 2026 Edition
•
8 October 2026
Cash flow pressure, overdue tax and unpaid suppliers can build gradually, leaving company directors unsure whether the business is experiencing a temporary setback or may be insolvent. Recognising the warning signs and seeking advice early may preserve more options and help directors reduce their personal risk. A company is generally insolvent when it cannot pay its debts as and when they fall due. Financial difficulty does not always mean a business must close, but delays in seeking advice can reduce the restructuring options available, increase business losses and expose company directors to greater personal risk. Business Owner vs Company Director: What’s the Difference? A business owner is someone who owns all or part of a business, while a company director is formally appointed to manage a company and has specific legal responsibilities. In many small businesses, the owner is also a director, but this is not always the case – for example, a sole trader is a business owner but not a company director. Company directors are expected to stay informed about the company’s financial position and take action when warning signs emerge. Ignoring the problem or continuing to incur debts without a realistic ability to pay them may expose directors to serious consequences. Common Warning Signs of Insolvency Warning signs may include ongoing losses, poor cash flow, overdue tax or superannuation, suppliers being paid outside normal terms, increasing debt, difficulty collecting money owed to the business, reliance on personal funds, incomplete financial records, payment arrangements with selected creditors, demands or court documents and suppliers moving the company to cash-on-delivery terms. No single warning sign necessarily proves insolvency. However, directors should seek an immediate review of the company’s financial position when several signs occur together, debts cannot be paid on time or the company is relying on new borrowing or personal funds to meet existing obligations. What Are a Company Director’s Responsibilities? Company directors must understand the company’s operations and financial position, ensure proper records are kept and prevent the company from trading while insolvent. If insolvency is suspected, directors should investigate promptly and obtain appropriate accounting and legal advice. Directors should not rely solely on current bank balances. Cash flow forecasts, debts falling due, tax obligations, employee entitlements, available finance and the realistic recoverability of money owed to the company may all be relevant. What Can Happen If a Company Trades While Insolvent? Continuing to incur debts while insolvent can lead to civil penalties, compensation claims and, in serious cases, criminal consequences. Directors may also face scrutiny over transactions made shortly before an external administration, including payments that unfairly favour one creditor or transfers that remove company assets for less than their true value. What Should Company Directors Do First? Company directors should bring the company’s financial records up to date, prepare a realistic cash flow forecast and identify debts that are already overdue or will shortly fall due. This information can help professional advisers assess whether the company can continue trading and which restructuring or external administration options may remain available. Directors should also avoid selectively paying creditors or transferring assets without advice, as those transactions may later be challenged. Professional advice should be sought before entering new commitments, using personal funds, granting security, selling assets or agreeing to arrangements that may affect creditors. Could the Business Be Restructured? Depending on the company’s circumstances, options may include informal negotiations with creditors, safe harbour planning, small business restructuring, voluntary administration or liquidation. The most appropriate pathway will depend on whether the underlying business is viable, the level and type of debt, available assets and the support of key stakeholders. Early advice is important because some options require careful planning and may no longer be available once the company has exhausted its cash or creditor support. How CJM Lawyers Can Help CJM Lawyers can advise company directors experiencing financial distress, assess legal risk, explain restructuring and external administration options and work alongside accountants and registered insolvency practitioners. We can also assist with creditor negotiations, statutory demands, court proceedings and disputes involving liquidators or company transactions. If your company is struggling to pay debts when they fall due, has overdue tax or superannuation, or is relying on personal funds to meet ongoing expenses, contact CJM Lawyers early. Timely advice may help clarify whether the company is insolvent, preserve restructuring options and reduce the risk of the situation becoming more difficult to manage. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
By October 2026 Edition
•
8 October 2026
Received a termination notice from your developer? Before accepting a refund or assuming the contract is over, take steps to protect your position. When an off-the-plan development is delayed, a developer may seek to end the sale contract by relying on a sunset clause or another contractual right. The notice can appear final, but whether the termination is valid will depend on the contract, the circumstances surrounding the delay and the steps taken by each party. CJM Lawyers recently acted for a purchaser in successfully disputing a developer’s attempt to terminate an off-the-plan contract relating to the Chevron One development on the Gold Coast. The Queensland Supreme Court declared the contracts valid and binding, verifying why buyers should obtain advice before treating a termination notice as the end of a matter. 1. Do Not Immediately Accept a Refund or Sign Further Documents Accepting the return of your deposit, signing a release or agreeing that the contract has ended may affect the options available to you. Before responding, seek legal advice about what the notice means and whether the developer has a valid right to terminate. 2. Check the Deadline for Responding The notice or contract may contain strict timeframes. Record the date the notice was received and arrange an urgent review so that any response, objection or court application can be considered before a deadline passes. 3. Gather the Contract and All Supporting Documents Locate the signed contract, disclosure material, variations, extension notices, emails, letters and any updates about construction or registration. These documents can help establish what the parties agreed, what caused the delay and whether the required process was followed. 4. Review the Sunset Clause and Termination Wording A sunset date passing does not necessarily mean a developer can automatically cancel. The exact wording of the contract, any notice requirements and the relevant law must be considered together. 5. Create a Timeline of the Development Prepare a simple timeline recording key dates, promised completion dates, extensions, reported causes of delay and communications from the developer. This can help us assess whether the developer contributed to the delay or complied with its obligations. 6. Be Clear About the Outcome You Want Some buyers want the contract to remain on foot so they can complete the purchase. Others may prefer to exit and recover their deposit. Your preferred outcome will help shape the legal and commercial strategy. 7. Obtain Legal Advice Early Early advice can help you understand whether the termination is likely to be valid, identify urgent steps and avoid actions that could weaken your position. Depending on the circumstances, options may include disputing the notice, negotiating with the developer or seeking court orders. How CJM Lawyers Can Help CJM Lawyers can review your off-the-plan contract, termination notice and supporting documents, explain your options and communicate with the developer on your behalf. Our Litigation team can also represent you in negotiations and court proceedings where necessary. If a developer is trying to cancel your off-the-plan contract, contact CJM Lawyers before accepting a refund, signing further documents or walking away from a property you still want to secure. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
By September 2026 Edition
•
10 September 2026
Bought off-the-plan and the developer is trying to cancel your contract? Don’t assume it’s the end of the road. Buying property is exciting, but buying off the plan comes with a unique risk: you are committing to a home or investment before it has been built. If completion is delayed and the developer later tries to walk away from the contract, buyers can be left uncertain about their rights, their deposit and the property they hoped to secure. That issue was recently considered by the Queensland Supreme Court in a case involving Chevron One Apartments on the Gold Coast, Queensland. CJM Lawyers acted for one of the purchasers in successfully disputing the developer’s right to terminate. The Court declared the contracts valid and binding, reinforcing an important message for buyers: if you receive a termination notice, it is worth getting legal advice before assuming your contract is over. What Is an Off-the-Plan Property? An off-the-plan property is a property purchased before construction is complete. Instead of buying an existing apartment, townhouse or home, the buyer enters into a contract based on plans, specifications and development documents. This type of purchase can appeal to buyers who want to secure a property early, plan a future move, arrange finance over time or invest before a project is complete. However, because construction and registration can take months or even years, off-the-plan contracts often include strict timelines and conditions that buyers need to understand before settlement. What Is a Sunset Clause? A sunset clause sets a deadline for important steps in a development to be completed. In an off-the-plan contract, this may include registration of the plan, creation of title, completion of construction or settlement. If the deadline passes and the required steps have not happened, the contract may give one or both parties a right to end the contract. However, that right is not always automatic – especially where a developer is relying on the clause to cancel the contract. The wording of the contract, the reason for the delay and any relevant legal requirements all need to be carefully considered. A Recent Win for Property Buyers CJM Lawyers recently acted for one of the purchasers in Supreme Court proceedings concerning the Chevron One development on the Gold Coast. The purchasers had entered into off-the-plan contracts in 2021, with settlement to occur by dates set several years later. When those dates passed, the developer sought to end the contracts. The buyers refused to accept the terminations and took the matter to the Supreme Court. CJM Lawyers acted for one of the purchasers in successfully disputing the developer’s right to terminate. The Queensland Supreme Court declared the contracts valid and binding. Critically, the Court found no basis for allowing the developer to benefit from its own breach of contract. The developer's attempt to point to pandemic-related supply chain disruptions as justification for termination was also rejected. What Should Buyers Do If a Developer Tries to Terminate? If a developer sends you a sunset clause termination notice, do not assume your contract is over. Whether the termination is valid may depend on the wording of the contract, the reason for the delay, the timing of the notice and the steps taken by each party. You should seek legal advice as soon as possible if your development has experienced lengthy delays, you have received a termination notice, a developer is relying on a sunset clause, or you are unsure whether your contract is still binding. Getting advice early can help you understand your rights before you accept a refund, sign documents or make decisions that may affect your legal position. How CJM Lawyers Can Help CJM Lawyers can assist buyers with off-the-plan property disputes, sunset clause issues and proposed contract terminations. Our Litigation team can review your contract and supporting documents, assess whether a termination is likely to be valid, explain your options, negotiate with developers and represent you in court proceedings where necessary. If your developer is trying to cancel your off-the-plan contract, speak with CJM Lawyers before accepting a refund, signing further documents or walking away from a property you still want to secure. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
Our Latest Story
By October 2026 Edition
•
8 October 2026
Cash flow pressure, overdue tax and unpaid suppliers can build gradually, leaving company directors unsure whether the business is experiencing a temporary setback or may be insolvent. Recognising the warning signs and seeking advice early may preserve more options and help directors reduce their personal risk. A company is generally insolvent when it cannot pay its debts as and when they fall due. Financial difficulty does not always mean a business must close, but delays in seeking advice can reduce the restructuring options available, increase business losses and expose company directors to greater personal risk. Business Owner vs Company Director: What’s the Difference? A business owner is someone who owns all or part of a business, while a company director is formally appointed to manage a company and has specific legal responsibilities. In many small businesses, the owner is also a director, but this is not always the case – for example, a sole trader is a business owner but not a company director. Company directors are expected to stay informed about the company’s financial position and take action when warning signs emerge. Ignoring the problem or continuing to incur debts without a realistic ability to pay them may expose directors to serious consequences. Common Warning Signs of Insolvency Warning signs may include ongoing losses, poor cash flow, overdue tax or superannuation, suppliers being paid outside normal terms, increasing debt, difficulty collecting money owed to the business, reliance on personal funds, incomplete financial records, payment arrangements with selected creditors, demands or court documents and suppliers moving the company to cash-on-delivery terms. No single warning sign necessarily proves insolvency. However, directors should seek an immediate review of the company’s financial position when several signs occur together, debts cannot be paid on time or the company is relying on new borrowing or personal funds to meet existing obligations. What Are a Company Director’s Responsibilities? Company directors must understand the company’s operations and financial position, ensure proper records are kept and prevent the company from trading while insolvent. If insolvency is suspected, directors should investigate promptly and obtain appropriate accounting and legal advice. Directors should not rely solely on current bank balances. Cash flow forecasts, debts falling due, tax obligations, employee entitlements, available finance and the realistic recoverability of money owed to the company may all be relevant. What Can Happen If a Company Trades While Insolvent? Continuing to incur debts while insolvent can lead to civil penalties, compensation claims and, in serious cases, criminal consequences. Directors may also face scrutiny over transactions made shortly before an external administration, including payments that unfairly favour one creditor or transfers that remove company assets for less than their true value. What Should Company Directors Do First? Company directors should bring the company’s financial records up to date, prepare a realistic cash flow forecast and identify debts that are already overdue or will shortly fall due. This information can help professional advisers assess whether the company can continue trading and which restructuring or external administration options may remain available. Directors should also avoid selectively paying creditors or transferring assets without advice, as those transactions may later be challenged. Professional advice should be sought before entering new commitments, using personal funds, granting security, selling assets or agreeing to arrangements that may affect creditors. Could the Business Be Restructured? Depending on the company’s circumstances, options may include informal negotiations with creditors, safe harbour planning, small business restructuring, voluntary administration or liquidation. The most appropriate pathway will depend on whether the underlying business is viable, the level and type of debt, available assets and the support of key stakeholders. Early advice is important because some options require careful planning and may no longer be available once the company has exhausted its cash or creditor support. How CJM Lawyers Can Help CJM Lawyers can advise company directors experiencing financial distress, assess legal risk, explain restructuring and external administration options and work alongside accountants and registered insolvency practitioners. We can also assist with creditor negotiations, statutory demands, court proceedings and disputes involving liquidators or company transactions. If your company is struggling to pay debts when they fall due, has overdue tax or superannuation, or is relying on personal funds to meet ongoing expenses, contact CJM Lawyers early. Timely advice may help clarify whether the company is insolvent, preserve restructuring options and reduce the risk of the situation becoming more difficult to manage. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
By October 2026 Edition
•
8 October 2026
Received a termination notice from your developer? Before accepting a refund or assuming the contract is over, take steps to protect your position. When an off-the-plan development is delayed, a developer may seek to end the sale contract by relying on a sunset clause or another contractual right. The notice can appear final, but whether the termination is valid will depend on the contract, the circumstances surrounding the delay and the steps taken by each party. CJM Lawyers recently acted for a purchaser in successfully disputing a developer’s attempt to terminate an off-the-plan contract relating to the Chevron One development on the Gold Coast. The Queensland Supreme Court declared the contracts valid and binding, verifying why buyers should obtain advice before treating a termination notice as the end of a matter. 1. Do Not Immediately Accept a Refund or Sign Further Documents Accepting the return of your deposit, signing a release or agreeing that the contract has ended may affect the options available to you. Before responding, seek legal advice about what the notice means and whether the developer has a valid right to terminate. 2. Check the Deadline for Responding The notice or contract may contain strict timeframes. Record the date the notice was received and arrange an urgent review so that any response, objection or court application can be considered before a deadline passes. 3. Gather the Contract and All Supporting Documents Locate the signed contract, disclosure material, variations, extension notices, emails, letters and any updates about construction or registration. These documents can help establish what the parties agreed, what caused the delay and whether the required process was followed. 4. Review the Sunset Clause and Termination Wording A sunset date passing does not necessarily mean a developer can automatically cancel. The exact wording of the contract, any notice requirements and the relevant law must be considered together. 5. Create a Timeline of the Development Prepare a simple timeline recording key dates, promised completion dates, extensions, reported causes of delay and communications from the developer. This can help us assess whether the developer contributed to the delay or complied with its obligations. 6. Be Clear About the Outcome You Want Some buyers want the contract to remain on foot so they can complete the purchase. Others may prefer to exit and recover their deposit. Your preferred outcome will help shape the legal and commercial strategy. 7. Obtain Legal Advice Early Early advice can help you understand whether the termination is likely to be valid, identify urgent steps and avoid actions that could weaken your position. Depending on the circumstances, options may include disputing the notice, negotiating with the developer or seeking court orders. How CJM Lawyers Can Help CJM Lawyers can review your off-the-plan contract, termination notice and supporting documents, explain your options and communicate with the developer on your behalf. Our Litigation team can also represent you in negotiations and court proceedings where necessary. If a developer is trying to cancel your off-the-plan contract, contact CJM Lawyers before accepting a refund, signing further documents or walking away from a property you still want to secure. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
By September 2026 Edition
•
10 September 2026
Bought off-the-plan and the developer is trying to cancel your contract? Don’t assume it’s the end of the road. Buying property is exciting, but buying off the plan comes with a unique risk: you are committing to a home or investment before it has been built. If completion is delayed and the developer later tries to walk away from the contract, buyers can be left uncertain about their rights, their deposit and the property they hoped to secure. That issue was recently considered by the Queensland Supreme Court in a case involving Chevron One Apartments on the Gold Coast, Queensland. CJM Lawyers acted for one of the purchasers in successfully disputing the developer’s right to terminate. The Court declared the contracts valid and binding, reinforcing an important message for buyers: if you receive a termination notice, it is worth getting legal advice before assuming your contract is over. What Is an Off-the-Plan Property? An off-the-plan property is a property purchased before construction is complete. Instead of buying an existing apartment, townhouse or home, the buyer enters into a contract based on plans, specifications and development documents. This type of purchase can appeal to buyers who want to secure a property early, plan a future move, arrange finance over time or invest before a project is complete. However, because construction and registration can take months or even years, off-the-plan contracts often include strict timelines and conditions that buyers need to understand before settlement. What Is a Sunset Clause? A sunset clause sets a deadline for important steps in a development to be completed. In an off-the-plan contract, this may include registration of the plan, creation of title, completion of construction or settlement. If the deadline passes and the required steps have not happened, the contract may give one or both parties a right to end the contract. However, that right is not always automatic – especially where a developer is relying on the clause to cancel the contract. The wording of the contract, the reason for the delay and any relevant legal requirements all need to be carefully considered. A Recent Win for Property Buyers CJM Lawyers recently acted for one of the purchasers in Supreme Court proceedings concerning the Chevron One development on the Gold Coast. The purchasers had entered into off-the-plan contracts in 2021, with settlement to occur by dates set several years later. When those dates passed, the developer sought to end the contracts. The buyers refused to accept the terminations and took the matter to the Supreme Court. CJM Lawyers acted for one of the purchasers in successfully disputing the developer’s right to terminate. The Queensland Supreme Court declared the contracts valid and binding. Critically, the Court found no basis for allowing the developer to benefit from its own breach of contract. The developer's attempt to point to pandemic-related supply chain disruptions as justification for termination was also rejected. What Should Buyers Do If a Developer Tries to Terminate? If a developer sends you a sunset clause termination notice, do not assume your contract is over. Whether the termination is valid may depend on the wording of the contract, the reason for the delay, the timing of the notice and the steps taken by each party. You should seek legal advice as soon as possible if your development has experienced lengthy delays, you have received a termination notice, a developer is relying on a sunset clause, or you are unsure whether your contract is still binding. Getting advice early can help you understand your rights before you accept a refund, sign documents or make decisions that may affect your legal position. How CJM Lawyers Can Help CJM Lawyers can assist buyers with off-the-plan property disputes, sunset clause issues and proposed contract terminations. Our Litigation team can review your contract and supporting documents, assess whether a termination is likely to be valid, explain your options, negotiate with developers and represent you in court proceedings where necessary. If your developer is trying to cancel your off-the-plan contract, speak with CJM Lawyers before accepting a refund, signing further documents or walking away from a property you still want to secure. Disclaimer: This article provides general information only and does not constitute legal advice. The information may not apply to your circumstances and should not be relied on as a substitute for tailored legal advice. If you need advice, please contact CJM Lawyers to speak with one of our legal professionals.
Our Client Say
Our Client Say
Our Client Say
