Rules & legislation

Land Title Act 1994 (Qld), ss 64–65; Land Titles Practice Manual

A lease of freehold land is registered on a Form 7. A lease of part of a lot generally needs a plan of the leased area (or a sufficient sketch for short leases).

Effect in Presolute: Registration gives the tenant indefeasible protection against a purchaser of the land; unregistered leases over three years depend on equitable protection and notice.

Applies to: Queensland Commercial Lease, Queensland Retail Shop Lease · Terms: TITLE_REFERENCE, LOT_PLAN, TERM

Land Title Act 1994 (Qld) ss 161–162; Corporations Act 2001 (Cth) s 127; Land Titles Practice Manual Part 61

A company signs under s 127 (two directors, director and secretary, or sole director) or by attorney under a registered power of attorney. An individual signs before a qualified witness who must verify identity.

Effect in Presolute: Presolute records who signs and in what capacity so the execution block matches the Practice Manual requirements.

Applies to: Queensland Commercial Lease, Queensland Retail Shop Lease · Terms: GUARANTORS

Retail Shop Leases Act 1994 (Qld) ss 5A–5B, 20A–20B; Retail Shop Leases Regulation

The Act applies to leases of premises used wholly or predominantly for a listed retail business, or any premises in a retail shopping centre (with exclusions such as floor area over 1,000 m², certain listed corporations, and some short licences).

Effect in Presolute: If the Act applies, it overrides inconsistent lease terms. Presolute flags any commercial lease whose use looks retail so the correct pack is used.

Applies to: Queensland Commercial Lease, Queensland Retail Shop Lease · Terms: PREMISES, USE, CENTRE, REVIEW

Retail Shop Leases Act 1994 (Qld) ss 21B–22E

The lessor must give the tenant a disclosure statement and draft lease at least 7 days before the lease is entered into (waivable by a major lessee). The tenant gives a lessee disclosure statement.

Effect in Presolute: If not given, or if defective, the tenant may terminate within 6 months of entering the lease and claim compensation. An agreement to lease is itself a "lease" for these purposes.

Applies to: Queensland Retail Shop Lease, Business Sale (REIQ contract) · Terms: COMMENCEMENT, LESSOR_DISCLOSURE, NEW_LEASE

Retail Shop Leases Act 1994 (Qld) s 22D

Before entering the lease the tenant (other than a major lessee) must give the lessor a legal advice report and a financial advice report signed by the advisers.

Effect in Presolute: Evidence the tenant understood the deal; the lessor should not proceed without them.

Applies to: Queensland Retail Shop Lease · Terms: LEGAL_ADVICE_REPORT

Retail Shop Leases Act 1994 (Qld) s 27

Rent may be reviewed only once in each year of the lease (other than the first), and only one basis may apply to each review. Timing and basis must be stated in the lease.

Effect in Presolute: A clause that reviews rent by the greater of CPI and a fixed percentage, or more than once a year, is void to that extent.

Applies to: Queensland Retail Shop Lease · Terms: REVIEW

Retail Shop Leases Act 1994 (Qld) s 27(5)–(6)

A provision preventing rent from decreasing on a market review, or limiting the decrease, is void.

Effect in Presolute: Presolute flags any review wording containing "not less than" or "shall not decrease".

Applies to: Queensland Retail Shop Lease · Terms: REVIEW

Retail Shop Leases Act 1994 (Qld) s 27A

Where option rent is a market review, the tenant may require the current market rent to be determined before the option must be exercised.

Effect in Presolute: The lease option timetable must accommodate the determination period.

Applies to: Queensland Retail Shop Lease · Terms: OPTIONS

Retail Shop Leases Act 1994 (Qld) ss 7, 37–38B, 40

The tenant is not liable for outgoings unless the lease specifies them and the basis of apportionment. The lessor must give an annual estimate before each accounting period and an audited statement afterwards. Land tax and the lessor's capital costs are not recoverable.

Effect in Presolute: Outgoings clauses in retail leases must be specific; the tenant may withhold payment until an estimate is given.

Applies to: Queensland Retail Shop Lease · Terms: OUTGOINGS, PROMOTION_LEVY

Land Tax Act 2010 (Qld); Retail Shop Leases Act 1994 (Qld) s 7

Land tax may be recovered as an outgoing under a commercial (non-retail) lease if the lease says so; it cannot be recovered under a retail shop lease.

Effect in Presolute: State expressly whether land tax is a recoverable outgoing.

Applies to: Queensland Commercial Lease · Terms: OUTGOINGS

Retail Shop Leases Act 1994 (Qld) s 51

A tenant cannot be required to open outside the core trading hours of the centre.

Effect in Presolute: Trading-hours clauses must respect core hours.

Applies to: Queensland Retail Shop Lease · Terms: TRADING_HOURS

Retail Shop Leases Act 1994 (Qld) ss 46–46G

A relocation clause is effective only if the lessor gives at least 3 months' written notice with details of the proposed works, offers comparable alternative premises on the same terms, and pays reasonable relocation costs. The tenant may instead terminate.

Effect in Presolute: Relocation clauses that fall short are unenforceable.

Applies to: Queensland Retail Shop Lease · Terms: RELOCATION

Retail Shop Leases Act 1994 (Qld) ss 46H–46K

A demolition clause requires at least 6 months' notice with a genuine proposal; the tenant may terminate earlier and is entitled to compensation for fitout if the demolition does not proceed within a reasonable time.

Effect in Presolute: Demolition clauses that fall short are unenforceable.

Applies to: Queensland Retail Shop Lease · Terms: DEMOLITION

Retail Shop Leases Act 1994 (Qld) ss 22B–22C, 50–50A

Consent to assignment cannot be unreasonably withheld. The assignor gives the assignee a disclosure statement and the assignee gives the lessor a disclosure statement; if the procedure is followed the assignor and its guarantors are released from liability under the lease after assignment.

Effect in Presolute: Business sales of retail shops must build the disclosure exchange into the timetable.

Applies to: Queensland Retail Shop Lease, Business Sale (REIQ contract) · Terms: ASSIGNMENT, LEASE_REQUIREMENT, LEASE_ASSIGNMENT

Retail Shop Leases Act 1994 (Qld) s 46

Where the lease has no option, the lessor must tell the tenant between 6 and 12 months before expiry whether it will offer a renewal and on what terms.

Effect in Presolute: Failure extends the lease at the tenant's election for up to 6 months.

Applies to: Queensland Retail Shop Lease · Terms: EXPIRY

Retail Shop Leases Act 1994 (Qld) s 48

The lessor cannot recover its legal costs of preparing, renewing or extending a retail shop lease (survey, registration and the tenant's own advice excepted).

Effect in Presolute: Delete "tenant pays lessor's costs" from retail leases.

Applies to: Queensland Retail Shop Lease · Terms: LEGAL_COSTS

Competition and Consumer Act 2010 (Cth) ss 45, 47

An exclusivity covenant is an exclusive dealing arrangement; it is lawful unless it has the purpose or effect of substantially lessening competition in a market.

Effect in Presolute: Ordinary single-centre exclusivity is usually fine; wide or long restraints need review.

Applies to: Queensland Commercial Lease, Queensland Retail Shop Lease · Terms: EXCLUSIVE

Personal Property Securities Act 2009 (Cth)

A landlord's interest in tenant-owned fitout or a seller's retained interest in plant can be a security interest that must be registered on the PPSR to be effective against third parties.

Effect in Presolute: Register within 20 business days of the agreement.

Applies to: Queensland Commercial Lease, Business Sale (REIQ contract) · Terms: SECURITY, PLANT

Masters v Cameron (1954) 91 CLR 353; Sinclair, Scott & Co v Naughton (1929) 43 CLR 310; Baulkham Hills Private Hospital v G R Securities (1986) 40 NSWLR 622; Godecke v Kirwan (1973) 129 CLR 629

Whether a "subject to contract" document binds depends on the parties' objectively ascertained intention. Category 1: all terms agreed, bound immediately, formal document merely restates. Category 2: bound immediately but performance depends on the formal document. Category 3: no contract until the formal document is signed. Category 4 (Baulkham Hills): bound immediately by the agreed terms while expecting a further contract with additional terms.

Effect in Presolute: Presolute's Intention to Lease requires the parties to choose the category expressly so the document says what it means. Where the RSLA applies, an agreement to lease is a "lease" and triggers disclosure.

Applies to: Queensland Commercial Lease, Queensland Retail Shop Lease

Property Law Act 1974 (Qld) s 59; Property Law Act 2023 (Qld) (in force 1 August 2025)

A contract for the sale or other disposition of an interest in land (including a lease or agreement to lease) is enforceable only if in writing, or evidenced in writing, and signed by the party to be charged.

Effect in Presolute: Emails and Presolute records can constitute writing, which is one reason a heads of agreement must state whether it is intended to bind.

Applies to: Queensland Commercial Lease, Queensland Retail Shop Lease, Property Sale (REIQ contract)

Property Law Act 2023 (Qld) (formerly Property Occupations Act 2014 ch 4 pt 2)

A buyer of residential property (other than at auction or where waived) may terminate within 5 business days of receiving the signed contract, forfeiting 0.25% of the price.

Effect in Presolute: The residential REIQ contract carries the statutory warning; commercial sales have no cooling-off.

Applies to: Property Sale (REIQ contract) · Terms: CONTRACT_FORM, PROPERTY_TYPE

Property Law Act 2023 (Qld) ch 2 pt 3; Property Law Regulation 2024 (Form 2)

From 1 August 2025 a seller of freehold land must give the buyer a disclosure statement (Form 2) with prescribed certificates (title search, plan, body corporate certificate, planning and contamination information, etc.) before the buyer signs.

Effect in Presolute: If the statement is not given, or is inaccurate in a material way the buyer did not know about, the buyer may terminate at any time before settlement.

Applies to: Property Sale (REIQ contract) · Terms: CONTRACT_FORM, SELLER_DISCLOSURE, OTHER_MATTERS

Property Law Act 2023 (Qld) (formerly Property Law Act 1974 ss 71–76)

A residential contract requiring a deposit exceeding 10% of the price is an instalment contract, which restricts the seller's remedies and mortgaging.

Effect in Presolute: Keep total deposits at or below 10% unless an instalment contract is intended.

Applies to: Property Sale (REIQ contract) · Terms: INITIAL_DEPOSIT, DEPOSIT

Duties Act 2001 (Qld)

Transfer duty is payable by the buyer on the greater of consideration and unencumbered value; home, first-home and vacant-land concessions may apply. Business assets (goodwill, plant) sold with Queensland land or a lease can also be dutiable.

Effect in Presolute: Budget for duty; lodge within 30 days of the contract.

Applies to: Property Sale (REIQ contract), Business Sale (REIQ contract) · Terms: PRICE

Body Corporate and Community Management Act 1997 (Qld) ss 205–206

A seller of a lot in a community titles scheme must give a disclosure statement about the scheme, levies and body corporate before the contract is signed.

Effect in Presolute: Failure allows the buyer to terminate before settlement.

Applies to: Property Sale (REIQ contract) · Terms: CTS_DISCLOSURE, PROPERTY_TYPE

Land Title Regulation 2022 (Qld); Titles Queensland e-conveyancing mandate

Transfers and most dealings must be lodged electronically through an ELNO (e.g. PEXA) by a subscriber.

Effect in Presolute: Both parties need a solicitor or conveyancer who is an ELNO subscriber.

Applies to: Property Sale (REIQ contract) · Terms: SETTLEMENT_DATE, SETTLEMENT_PLACE, ELECTRONIC_SETTLEMENT

A New Tax System (Goods and Services Tax) Act 1999 (Cth); Taxation Administration Act 1953 (Cth) sch 1 ss 14-250, 14-255

Sales of existing residential premises are input taxed; new residential premises, potential residential land and commercial property are taxable supplies unless the margin scheme or going-concern exemption applies. Buyers of new residential premises must withhold GST at settlement, and every seller of residential premises must give the withholding notice.

Effect in Presolute: Complete the GST items on the REIQ contract carefully; the wrong box can cost 10% of the price.

Applies to: Property Sale (REIQ contract) · Terms: GST, GST_TREATMENT, GST_WITHHOLDING, GST_BUYER_REGISTERED

GST Act s 38-325; GSTR 2002/5

The sale is GST-free if the buyer is registered, the parties agree in writing that it is a going concern, and the seller supplies all things necessary for continued operation and carries on the business until completion.

Effect in Presolute: Where premises are leased, the lease must be assigned or a new lease granted as part of the supply.

Applies to: Business Sale (REIQ contract), Property Sale (REIQ contract) · Terms: GST, GST_GOING_CONCERN

Common law (restraint of trade doctrine); REIQ Business Sale Clause 12

A restraint is void unless reasonable to protect a legitimate interest (here the goodwill purchased). Courts assess area, duration and activity. Cascading clauses allow a court to sever an excessive restraint.

Effect in Presolute: Keep the area and period proportionate to the business's customer catchment.

Applies to: Business Sale (REIQ contract) · Terms: RESTRAINT

Fair Work Act 2009 (Cth) pt 2-8; Long Service Leave Act 1955 (Qld)

Where a buyer employs the seller's staff on substantially the same work, there is a transfer of business: service is continuous for some entitlements and enterprise agreements may transfer. Long service leave accrues from the original start date.

Effect in Presolute: The REIQ contract allows 70% of accrued entitlements to the buyer at completion to reflect the buyer's later tax deduction.

Applies to: Business Sale (REIQ contract) · Terms: EMPLOYEES

Property Law Act 2023 (Qld) (execution of deeds); Uniform Civil Procedure Rules 1999 (Qld) ch 9 pt 8 (offers and discontinuance)

A settlement is usually recorded in a deed so that no consideration is needed for the releases. A release discharges only the claims it describes; "without admission of liability" preserves each party's position. Confidentiality and non-disparagement are common but must not prevent lawful disclosure.

Effect in Presolute: Presolute Resolve generates a standard deed from the agreed settlement terms and the agreed facts; a lawyer should review before execution, especially where proceedings are on foot.

Applies to: Resolve

Evidence Act 1995 (Cth) s 131; common law

Communications made in a genuine attempt to settle a dispute are generally inadmissible, subject to exceptions (e.g. to prove that a settlement was reached).

Effect in Presolute: Presolute Resolve keeps settlement proposals in a separate channel from the open record of agreed facts.

Applies to: Resolve