Advance copies of REIQ contracts ready

The Queensland Law Society and REIQ are providing advance copies for our members’ information of the new contracts for use from 1 August 2025:

• Contract for the Sale and Purchase of Residential Real Estate (1^st edition)
• Contract for the Sale and Purchase of Commercial Real Estate (1^st edition)

QLS members can access advance copies of the contracts here. Also provided is a table accompanying the Contract for the Sale and Purchase of Residential Real Estate, listing the new clauses and indicating the corresponding clause references in previous editions.  

Advance copies provided for information only

The advance copies are provided to enable practitioners to become familiar with the new drafting and to begin updating their internal processes and precedents. 

The contracts are provided in pdf only. These documents should not be used for contracts formed before 1 August 2025. The contracts are designed for use from 1 August 2025, when the new seller disclosure scheme introduced by the Property Law Act 2023 (PLA) commences. 

Please stay tuned to Proctor and QLS Update for release timing of Word versions for practitioners’ precedents. 

Practices insured by Lexon should monitor Risk Alert announcements for changes to the Conveyancing Protocol and related risk tools to be published.

Consolidation – four into two contracts  

The two new contracts replace the suite of four contracts previously endorsed by QLS and REIQ.

The new Contract for the Sale and Purchase of Residential Real Estate (1^st edition) consolidates the previous Contract for Houses and Residential Land (19th edition) and Contract for Residential Lots in a Community Titles Scheme (15th edition).  The contract will be used for residential freehold land, lots in a community titles scheme under the Body Corporate and Community Management Act 1997 (BCCM Act), or a lot in a plan under the Building Units and Group Titles Act 1980.

The new Contract for the Sale and Purchase of Commercial Real Estate (1st edition) consolidates the previous Contract for Commercial Land and Buildings (10th edition) and the Contract for Commercial Lots in a Community Titles Scheme (9th edition).

The previous four contracts were broadly consistent across the terms and conditions.  These consolidations simplify the contract offerings to our members.

Seller disclosure editions

The two new contracts have been updated to align with the new seller disclosure scheme as well as other changes in the PLA.

The contracts can also be used for the sale of lots which sit outside of the seller disclosure requirements. 

The Reference Schedule in each contract has been reformatted, to incorporate community titles information. 

Preparing for transition to seller disclosure scheme on 1 August 2025

The new REIQ contract documents are to be used for contracts formed from 1 August 2025.

If there is any possibility that both parties will sign before 1 August 2025, do not use these contracts.

There are three key principles to bear in mind when negotiating contracts in the last week of July 2025:

1. The seller disclosure provisions apply to contracts entered into after commencement, that is, 1 August 2025 (section 251 of the PLA); but
2. The seller must give the buyer the disclosure documents before the buyer signs the contract (section 99 of the PLA); and
3. Because the PLA and accompanying regulations do not commence until 1 August 2025, prior to this time the Form 2 Seller Disclosure Statement and prescribed certificates (such as the body corporate certificates) are not approved forms so there is a risk that if the seller disclosure documents are given prior to 1 August, there will be non-compliance with section 99 of the PLA. 

The following scenarios might arise:

• The buyer signs on 30 July 2025:
  • If the seller signs and notifies acceptance before 11.59pm on 31 July 2025, the contract is not subject to the new PLA requirements  
  • If the seller cannot sign and notify the buyer by 11.59pm on 31 July 2025, the seller’s solicitor should consider whether to advise the seller not to sign and to issue a new contract and seller disclosure documents to the buyer for signing.
• The buyer signs on 1 August 2025 or later:
  •  The seller disclosure documents (Form 2 and prescribed certificates) must be given to the buyer before the buyer signs the contract.  In this case, it is advisable the new contract is used. 
  • If the buyer has signed an old edition of the REIQ contract, you need to consider the risk of proceeding with the old contract. It is advisable to use the new contract after 1 August 2025.

Can I use the new contract before 1 August 2025?

The two new contracts are drafted to apply both to transactions subject to the seller disclosure scheme and to transactions not subject to the scheme. 

However, there are some risks to consider if the new contract is used before 1 August 2025:

• The new contract has some different terms to the existing contract, and you will need to understand the impact on the client.
• The Form 2 Seller Disclosure Statement may not be operative earlier than 1 August 2025.  If not operative, then it may not be a valid form.

Clause 7.8 – Effect of Pre-Contract Disclosure

Clause 7.8 deals with the distinction between rights under the seller disclosure regime and rights under the contract, including termination rights. 

If the seller disclosure scheme in the PLA applies, clause 7.8 provides the Buyer’s termination rights for a breach of certain Seller’s warranties are governed by the PLA.

In this case, the Buyer should refer to the PLA and other relevant legislation (such as the Environmental Protection Act 1994) to determine the consequences of the breach. 

Further, certain Seller’s warranties in clauses 7.4, 7.5, 7.6 and 7.7 do not apply to the extent that any relevant fact or circumstances has been disclosed by the Seller to the Buyer in the contract, the Seller Disclosure Statement or otherwise in writing, before the Buyer signed the contract. 

Title Encumbrances – Reference Schedule 

The Reference Schedule has been updated in how it deals with Encumbrances (as defined in the Contract).

If the Seller has given disclosure, then no changes will be required to the Reference Schedule, provided there are no changes between the time the Seller gave disclosure and the time of entering into the contract.

If there are differences, the changes can be disclosed in the Reference Schedule.

If the transaction falls outside of the seller disclosure regime in the PLA, then all Encumbrances that will remain after settlement must be listed in the Reference Schedule, including a specific description of all registered interests, unregistered interests and statutory encumbrances. 

GST

The Contract for the Sale and Purchase of Residential Land (1^st ed) now includes a GST section in the Reference Schedule and a detailed Clause 10 GST.  The parties must identify how GST is to be treated in the transaction.  This has been included to address circumstances where developers use the standard residential contract when GST is payable. 

The Contract for the Sale and Purchase of Commercial Land (1^st ed) includes similar drafting which will be familiar from previous commercial contract editions.

Land tax adjustments

The contract includes provision for a land tax adjustment in one of three ways:

• No adjustment to be made for land tax;
• Land tax is to be adjusted on a single holding basis
• Land tax is to be adjusted on the Seller’s actual land tax liability.

Body corporate changes – warranties and records inspection

CTS and BUGTA lots warranties have been added to the terms and conditions.

A new Body Corporate Records Inspection Condition has been included in the Reference Schedule.  If the Records Inspection Date is completed in the Reference Schedule, the contract is subject to a satisfactory inspection of records.  The Buyer must take reasonable steps to undertake an inspection and can only terminate if they are materially prejudiced by the circumstances discovered on an inspection of the body corporate records.  This is similar to the test which presently applies under section 206 of the BCCM Act.  

Extension of Settlement Date – late unsigning of electronic workspace

Clause 6.3 is a new automatic extension provision applicable to electronic conveyancing.

The clause responds to circumstances where a party to the electronic settlement workspace becomes unsigned between 3pm and 4pm on the day of settlement due to changes made by another party, usually because some information in the Financial Settlement Schedule or some other detail has changed.

It may then become difficult to obtain all parties to re-sign the workspace before 4pm.  The new clause automatically extends settlement of 24 hours until the next Business Day. However, this automatic extension can only occur once in the transaction.  If the same circumstance arises the next day, parties will need to consider using other rights in the contract to extend settlement (for example, clause 6.2) or agree an extension with the other party.