Malligan v Chevron Apartments Pty Ltd; Cantavenera v Chevron Apartments Pty Ltd [2026] QSC 195

If you’ve ever bought an apartment off the plan, you’ll be familiar with the “sunset clause” buried somewhere in your contract. It’s meant to protect both parties if a development runs late, giving either side an out if the project still isn’t finished by a set date. But a recent Queensland Supreme Court decision is a timely reminder that a sunset clause isn’t a free pass for a developer to walk away from a deal it no longer wants, particularly when the delay is the developer’s own doing.

What happened

Chevron Apartments Pty Ltd owned land on Chevron Island, on the Gold Coast, and proposed a 40-storey residential tower with more than 230 apartment lots. Two off-the-plan contracts were entered into in 2021:

• Claudio Cantavenera and Maria Salonia contracted to buy Unit 1305 for $840,000.
• Linda Malligan contracted to buy Unit 703 for $760,000.

Five years later, in April and May 2026, Chevron terminated both contracts. Its stated basis was a sunset clause, clause 10.2 of the contracts, on the footing that the project hadn’t reached settlement by the relevant date. The buyers disputed that Chevron was entitled to terminate, and the matter went before the Supreme Court of Queensland.

The key legal question

Clause 10.2 provided that Chevron “must establish the Scheme, register the Plan and effect Settlement… by the Sunset Date.” The dispute turned on how that clause should be read.

Chevron argued the clause simply set a deadline that, if missed, entitled it to terminate regardless of why the deadline was missed. The buyers argued the clause did something different: it imposed an obligation on Chevron to get the project to that point by the sunset date. On that reading, Chevron couldn’t rely on its own failure to meet a deadline it was contractually bound to meet as the trigger for walking away.

Chevron also raised alternative arguments for termination based on other clauses in the contract and on section 214 of the Body Corporate and Community Management Act 1997 (Qld).

What the Court decided

Freeburn J found in favour of the buyers on every point and declared both contracts valid and binding.

The Court held that the words “must establish the Scheme” conveyed an unambiguous, mandatory obligation on Chevron, read the way a reasonable businessperson would read them. Chevron had argued for a more elaborate reading that tried to reconcile clause 10.2 with other provisions of the contract, but the Court preferred the plain, ordinary meaning of the words actually used over a more sophisticated harmonisation exercise.

The Court also rejected Chevron’s alternative bases for termination under other clauses and under the Body Corporate and Community Management Act, finding none of them available on the facts.

Underpinning the whole decision was a well-established principle of contract law: a party cannot rely on its own breach of an obligation to trigger a right to terminate. Freeburn J applied the Queensland Court of Appeal’s earlier decision in Hope Island Resort Holdings Pty Ltd v Jefferson Properties (Qld) Pty Ltd [2005] QCA 315, which stands for the same proposition. If Chevron was itself obliged to get the development to a certain stage by the sunset date, it couldn’t turn its own failure to do so into a reason to cancel the buyers’ contracts.

Why this matters

Sunset clause disputes tend to surface in one particular scenario: a development is delayed, the market value of the finished units has risen well above the original contract price, and the developer would rather resell at current prices than settle at the price locked in years earlier. Buyers in that position can feel like they have little leverage.

This decision is a useful corrective. It confirms that Queensland courts will look closely at what a sunset clause actually says before accepting that a developer can use it to escape a contract, and that a clause obliging the developer to reach a milestone by a certain date is not the same as a clause simply excusing non-performance by that date. Wording matters, and the ordinary meaning of the words used will usually be given effect over creative reinterpretation designed to produce a more convenient outcome for one side.

Practical takeaways

For off-the-plan buyers, the case is a reminder to have your contract reviewed by a Solicitor , don’t assume the notice is valid just because it’s been issued. The specific wording of the sunset clause, and whose obligation it was to meet the relevant deadline, can make all the difference to whether a purported termination actually holds up.

For developers, the decision is a caution on drafting. A sunset clause expressed as an obligation on the developer to reach a milestone by a certain date is a very different animal from one that simply allows either party to terminate if settlement hasn’t occurred by that date — and the difference will be tested, and enforced, by the courts.

This article discusses a recent Supreme Court of Queensland decision and is general information only. It is not legal advice and should not be relied on as a substitute for advice tailored to your specific circumstances.