Section 77 of the Building Units and Group Titles Act 1980 (BUGT Act); Section 214A of the Mixed Use Development Act 1993 (MUD Act)

GENERAL MEETING MOTION - whether a motion passed by the community body corporate must be implemented.

1. Within 30 days of the date of this order the Cathedral Place Community Body Corporate must implement the resolution on Motion 12, which was passed at its extraordinary general meeting on 4 October 2022, unless before that time it resolves to rescind the resolution.

• [1] This application is about the implementation of a resolution of the Cathedral Place Community Body Corporate (CPCBC).
• [2] The applicant, Cathedral Village, is a subsidiary body corporate at the Cathedral Place development. It has been involved in a long running dispute with the CPCBC, first brought in the District Court in September 2010.[1] Substantively that dispute is about the levying of contributions. One of many orders in the proceedings was made on 29 November 2019. The applicant provides an endorsed copy of the order which included at (d) that the plaintiff (the CPCBC) "...pay the defendant its cost of the claim and counterclaim incurred in 2019. There is otherwise no order as to costs. Costs to be assessed on the standard basis."[2] An appeal of the substantive order was determined on 4 November 2020.[3]
• [3] The applicant says the CPCBC offered to settle the costs order for $115,000 in December 2021 and it accepted that offer in January 2022. The minutes of an extraordinary general meeting (EGM) on 4 October 2022 record that the CPCBC resolved (by Motion 12) to raise a special levy of $115,000 from five of its six members to pay Cathedral Village's legal costs, in accordance with Supreme Court orders of 4 November 2020, and on receipt to transfer the amount to the applicant. However, the applicant says it has not been paid.
• [4] The applicant says the CPCBC must implement its decisions and seeks an order that it does.

• [5] Cathedral Place was established under the Mixed Use Development Act 1993 (MUD Act). It consists of the CPCBC (mixed community plan 106902) and six subsidiary bodies corporate. Cathedral Village building units plan 106957 is a subsidiary body corporate at Cathedral Place.
• [6] This application seeks the following order:

Within 14 days of the date of this order the body corporate for Cathedral Place Community Body Corporate is to implement the resolution on Motion 12 which was passed at the Extraordinary General Meeting held on 4 October 2022.

• [7] The MUD Act is one of a number of pieces of legislation defined as a 'specified Act' under section 326 of the Body Corporate and Community Management Act 1997 (BCCM Act). Section 325(2)(a) of the BCCM Act provides that the previous BUGT Act continues to apply to building unit plans registered under the BUGT Act for a specified Act.
• [8] Section 214A of the MUD Act provides for disputes about the operation of the MUD Act to be dealt with under Part 5 of the BUGT Act. Part 5 of the BUGT Act concerns disputes, and sections 75 to 94B provide for orders by a referee and section 77(1) provides a general power for a referee to make orders.
• [9] The CPCBC raises several issues relating to capacity of a referee to determine this dispute and make the orders sought. It wants the application struck out on that basis.
• [10] First, the CPCBC asserts this is not the appropriate forum to enforce a legal costs order. I agree a referee cannot enforce any orders of a court, including for costs. However, I consider there is a question to be determined in this application about the obligation of the CPCBC to implement a decision it has made. I am satisfied that is a question a referee can determine, notwithstanding the subject matter of the body corporate's decision.
• [11] Next, the CPCBC argues a referee cannot make an order for an amount that exceeds $1,000. Section 78(1)(a) of the BUGT Act empowers a referee to require a party to a dispute to pay money not exceeding $1,000 to a person specified in the order. Section 78(3) notes that an order requiring the payment of money can be made to have effect immediately or in default of complying with some other order. It follows that a referee is not empowered to make an order requiring a party to pay an amount over $1,000. But the applicant is not directly asking that I order the CPCBC to pay it $115,000, although that might be the effect of the order sought. Rather, it is seeking an order that the CPCBC implement its resolution.
• [12] The CPCBC then says the order sought is not within the power of a referee because it is not with respect to the failure to exercise or perform a power, authority, duty or function conferred or imposed by the Act. It disputes that there is a power, authority, duty or function that it has failed to comply with. However, I consider that the dispute squarely raises the question of whether the CPCBC has failed to comply with a statutory obligation to implement a resolution.
• [13] The applicant is, for the purposes of section 77(1), the proprietor of a lot within the respondent body corporate. I am satisfied the application is seeking an order about the exercise or performance of powers, authorities, duties or functions conferred or imposed by the Act. Accordingly, I am satisfied I have jurisdiction to determine this application.

• [14] This application was lodged on 31 March 2025, pursuant to a resolution of the Cathedral Village committee on 25 March.
• [15] In the first instance I sought clarification from the applicant on some aspects of the application.[4] The application was subsequently amended.
• [16] I then invited submissions about the amended application from the CPCBC executive committee, the members of the CPCBC.[5] Three submissions were made. The applicant was given a copy of the submissions and responded to them.
• [17] I have now investigated the application, including reviewing the submitted material.[6]

• [18] The CPCBC opposes the application. It agrees it was ordered to pay the applicant's legal costs, which were negotiated and agreed to be $115,000. However, it asserts the resolutions of the October 2022 EGM were subsequently considered to be invalid. It says:
  1. There were 4 votes in favour of Motion 12, amounting to 423 voting entitlements. The minutes recorded the number of votes but not the voting entitlements, nor whether 423 of a total of 650 voting entitlements was necessary for the 75% of voting entitlements required under the MUD Act to pass the resolution.
  2. The resolution purported to raise the amount from the member bodies corporate other than Cathedral Village. This did not comply with the District Court order that authorised the payment of the costs order from the levies of all CPCBC members including Cathedral Village. An attempt by Cathedral Village to be exempt from contributing to the CPCBC's liability by reason of section 193 was rejected by the court.[7]
  3. As Cathedral Village and a dissenting member refused to pay in accordance with the resolution, insufficient funds would be raised to meet the liability. Accordingly, the EGM resolutions were not actioned, and the liabilities were unable to be paid.
  4. An annual general meeting (AGM) on 20 December 2023 resolved to raise levies in accordance with a budget to allocate expenses in accordance with the court orders.
  5. By 2023 AGM Motion 9 the CPCBC sought to pay the legal costs. Cathedral Village opposed the motion on the basis that it was required to contribute. The other members decided there would be no point in passing the motion if Cathedral Village opposed it. The motion was not passed.
  6. After the 2023 AGM the applicant did not make any formal request for payment until this application was made.
  7. During the course of the long dispute, Cathedral Village has refused to pay any of its levies, depriving the CPCBC of vital resources to maintain the complex. As of 31 May 2025, Cathedral Village owes a total of $1,527.099.10 to the CPCBC. The other bodies corporate must subsidise Cathedral Village until the court proceedings are finalised.
  8. It has always had a genuine intention to pay the costs in accordance with the court order, but has been unable to do so. It made multiple attempts to raise levies.
  9. In addition to the jurisdictional questions canvassed, the application should be struck out because, having regard to the facts, it is without merit.
• [19] Two individual owner submissions comment on matters relating to the context of the dispute, including how CPCBC members are levied and the non-payment of contributions.
• [20] The applicant's reply to the submissions details the history of the dispute about the levying of contributions within CPCBC and the financial arrangements at the Cathedral Place. It cites the decisions regarding costs and says the CPCBC agreed to the costs to be paid to it.
• [21] The applicant disputes the contention that the EGM or its resolutions were subsequently considered to be invalid. It says the CPCBC provides no evidence of that. It says the minute is recorded as passed and there is no record of any amendment in the minute book. It notes the EGM minutes were confirmed at the next EGM.
• [22] It says it voted in favour of Motion 12, but that its vote was ruled invalid (which it contests). It says the minutes do not record a request for a poll vote, so the validity of a poll vote is irrelevant. It says there was no discussion on the need for a 75% majority vote for Motion 12. It further says the MUD Act authorises the executive committee to pay a court order without the need for a comprehensive resolution.
• [23] The applicant then says Motion 12 properly recognised the need to approve the payment to Cathedral Village in settlement of the court's costs order and the meeting agreed. It asserts that it was open to the CPCBC to determine who ought to contribute to the costs and in what proportion, and the motion did so. It says the meeting agreed.
• [24] It disputes that there were insufficient funds. It says the CPCBC's body corporate manager actioned the EGM resolution by invoicing 5 members. Four members paid, while Duhig did not. It refers to an email from the CPCBC's body corporate manager in January 2023 advising there were sufficient funds to pay. However, it says the CPCBC has used the funds paid by members to satisfy other debts owned by it and ignored the October 2022 EGM resolution.
• [25] It notes the attempts at the 2023 AGM to comply with court decisions. It says it abstained from voting on the Motion 9. It says as the motion did not pass, the October 2022 EGM Motion 12 has legitimacy.
• [26] It disputes that it has not requested payment. It says it made numerous written and verbal requests. It also disputes that the CPCBC has a genuine intention to pay. It says it paid an amount ordered by the Court of Appeal from May 2020 a year later but did not fund the payment of the earlier order. It says the CPCBC is using delaying tactics and fail to provide any defensible reason for any conclusion other than that it must pay. It claims that Duhig has said it will pay the levy once Cathedral Village a favourable decision on this dispute.
• [27] The applicant further comments that the CPCBC commenced litigation in 2010 and it continued to pay unlawful levies until 2015. It says the CPCBC has failed to observe the court decisions and continued to levy it for services and amenities for which it is not lawfully obligated to pay. It disputes the amount that the CPCBC claims it owes and says that cannot be substantiated.

• [28] Although there has been a long history of dispute between the parties, the only question for me to decide in this application is whether the CPCBC is required to implement Motion 12 as purportedly resolved at the EGM in October 2022. While are many other matters the parties seek resolution on, they are beyond the scope of my power to consider in this application.

• [29] Section 38E of the BUGT Act says a body corporate shall implement the decisions of the body corporate. More relevantly for the purposes of the CPCBC, section 177 of the MUD Act likewise says, in regard to the duties of bodies corporate, that a body corporate must implement the decisions of the body corporate.[8]
• [30] Motion 12 at the October 2022 EGM resolved to raise a special levy of $115,000 and transfer that amount to the applicant. There is no suggestion that the CPCBC has subsequently rescinded or amended the resolution.
• [31] It appears the CPCBC attempted to raise the special levy in accordance with the resolution. Email correspondence from early 2023 included in the applicant's reply to the submissions indicates 4 members paid the levy, but Duhig had not. The correspondence also includes a suggestion from the CPCBC's lawyers that it make a part payment if it did not receive all funds.
• [32] The correspondence indicated further time being given to Duhig to pay because it was seeking legal advice. There is a reference to the CPCBC commencing legal action if it did not obtain a satisfactory response from Duhig. I am unclear if Duhig then obtained legal advice or communicated that to the CPCBC, or if the CPCBC pursued debt recovery action against it.
• [33] But none of the correspondence indicates any view by the CPCBC that the resolution was not valid or questions that the amount was not payable to Cathedral Village. The fact that a member does not want to contribute levies agreed to, or failed to do so, does not discharge a body corporate from its obligation to implement its decision. Rather, the body corporate should pursue debt recovery action against the defaulting member.
• [34] There is no dispute that the amount of $115,000 (or any other amount) has not been paid to the applicant or credited to its account. As such, Motion 12 has not been implemented.

• [35] While a body corporate must implement its decisions, arguably it can only lawfully implement valid decisions.
• [36] The CPCBC asserts that the October 2022 EGM resolutions were subsequently considered to be invalid. However, no evidence of that position is provided by the CPCBC. The minutes of the October 2022 EGM were confirmed (unanimously) at the next EGM on 14 December 2022. There is no indication of any attempt by the CPCBC to dispute the resolutions, rescind them, or obtain an order to invalidate the resolutions. Prima facie, the resolutions have effect unless and until they are rescinded or invalidated. Moreover, I note a referee previously ordered the CPCBC to implement one of the other resolutions decided at the October 2022 EGM.[9]
• [37] Notwithstanding that, I will comment on the matters briefly raised by the CPCBC in this regard.

• [38] First, the CPCBC appears to question whether there were sufficient votes to pass the motion.
• [39] The minutes of the October 2022 EGM record that all 6 members were represented, including the applicant by voting paper, but that the applicant was ineligible to vote as it owed a body corporate debt at the time. Motion 12 is recorded in the minutes as requiring an ordinary resolution and receiving 4 votes in favour and 1 abstention. The wording of the minutes clearly record that the motion was 'resolved'.
• [40] Section 190 of the MUD Act places restrictions on the powers of the executive committee. Prima face, the committee cannot undertake expenditure unless authorised by a comprehensive resolution of the body corporate or authorised by the Minister in an emergency.[10] A 'comprehensive resolution' is one in which the members voting in favour of the motion have not less than 75% of the voting entitlements recorded in the roll.[11] However, that restriction does not apply in some circumstances, including to expenditure to comply with a notice or order served on the body corporate by a court, a local government, the State, the Commonwealth, or a provider of a public utility service.[12]
• [41] It appears from the submitted material that the total voting entitlements at the time of the October 2022 EGM was 650. That comprises 143 for Cathedral Village, 157 for Notre Dame, 72 for Oxford and Cambridge, 84 for Duhig, and 96 for Kensington and Sandringham.
• [42] On that basis, the votes in favour of a motion need to be 488 voting entitlements or more to achieve a comprehensive resolution. It is not relevant for the purpose of determining whether a comprehensive resolution has passed that a poll vote was not called.[13] Because the applicant's vote (apparently in favour of the motion) was excluded, it appears the voting entitlements for the members voting in favour of Motion 12 was 423.[14] Based on the recorded votes, Motion 12 did not achieve a comprehensive resolution.
• [43] However, where the expenditure contemplated by Motion 12 was to comply with a court costs order, it would seem the executive committee did not need general meeting approval for the expenditure. Ostensibly, the only need for a general meeting resolution was to authorise the special levy to raise the funds to pay the costs.[15] It does not appear to me that there is any genuine question that Motion 12 did not receive sufficient votes to pass.

• [44] A further issue is the liability to contribute to the levies under 2022 EGM Motion 12.
• [45] Ordinarily, contributions are levied on all members in shares proportional to their voting entitlements.[16] Members cannot just choose what levies they or others will contribute to.
• [46] However, under section 193 of the MUD Act, in a proceeding by a member against the body corporate, the court may order that an amount (including for costs) payable by the body corporate shall only be paid by specified members in specified proportions. That section says the body corporate must levy the contributions in accordance with the order and pay the amount out of the contributions. It says the provisions relating to the levying of contributions apply with necessary modifications. Importantly, the section requires an order to authorise the variation in the way contributions are normally payable.
• [47] The CPCBC says 2022 EGM Motion 12 purported to only levy members than Cathedral Village, which did not comply with the District Court order. It is not evident that this issue was included in the terms of the orders made by the District Court of 29 November 2019, such that it could be said that Motion 12 contravened the orders per se. And in any event, it is beyond the scope of my role to enforce or determine compliance with the District Court order.
• [48] However, the District Court certainly considered section 193 in its discussion of costs in the reasons for decision.[17] Due to his findings on the substantive issues, McGill SC DCJ said it would be unfair to require Cathedral Village to pay the CPCBC's costs of the whole proceeding. His Honour noted it would be open to the court under section 193 of the MUD Act to order costs for the counterclaim be paid by the members of the CPCBC other than Cathedral Village. But he said that could not be done for the claim brought by the CPCBC as it was not a proceeding brought by a member against the body corporate. His Honour said:

The effect of that is that the defendant (Cathedral Village) will be required to contribute, in the usual proportion, to any order for costs in its favour against the plaintiff (the CPCBC).[18]

I therefore propose, subject to anything I have not already considered being raised as a result of any further submissions as to costs of the counterclaim, to order that the plaintiff pay the defendant its costs of the claim and counterclaim incurred in 2019, but that otherwise there be no order as to costs. ... For the avoidance of doubt, ... I am not making an order under s 193, and this order will not affect any costs already dealt with by other orders.[19]

• [50] However, that was not the end of the matter.
• [51] In April 2021 the Court of Appeal made two decisions about the costs of each party's appeal of the District Court's decision.[20] In the first, the Court concluded that the CPCBC should pay half of Cathedral Village's costs of the appeal. It noted section 193 of the MUD Act and said it would be unjust to allow the CPCBC to shift some of the burden of the adverse costs order onto Cathedral Village. It made an order that the costs payable by the CPCBC be paid by contributions levied for that purpose against members other than Cathedral Village. The second decision considered whether the District Court's costs order in 2019 should be disturbed. The Court concluded that it would let the orders stand at the time given there would be a further hearing and judgement in the District Court on part of the case.
• [52] In August 2021 the Court of Appeal made a further order.[21] It concerned Cathedral Village's claim for the repayment of a judgment amount along with interest and costs. Cathedral Village was substantively successful, and the Court likewise ordered that the costs payable by the CPCBC be paid by contributions levied against members other than Cathedral Village.
• [53] It is evident that the proceedings in the District Court are continuing.
• [54] I have no evidence that there is currently a court order directing that the costs ordered on 29 November 2019 only be paid by members other than Cathedral Village. The fact that subsequent costs orders were made based on section 193 does not mean the first order was.
• [55] But it is also not clear, on the scant argument from the CPCBC, that there could be no valid basis for the CPCBC to pass a motion in the terms of Motion 12. And there is no evidence that the CPCBC rescinded the resolution or sought to invalidate it for over 2 and a half years. In those circumstances, I am not satisfied there is sufficient basis to determine in the context of this application that Motion 12 did not need to be implemented because it was invalid.

• [56] Motion 9 at the 2023 AGM Motion 9 considered a motion to raise a special levy for $115,000 from all members to discharge the obligations under the District Court costs order and pay Cathedral Village.
• [57] The 2023 AGM minutes record that the motion failed with no votes in favour, 4 votes against, and 2 abstentions (apparently Cathedral Village and Duhig). The minutes include a note that Cathedral Village and Duhig advised they would not pay the contribution and so if the motion was passed, the funds raised would be insufficient to meet the liability.
• [58] The fact that 2023 AGM Motion 9 was considered or failed to pass does not alter the decision on 2022 EGM Motion 12 or prevent the CPCBC from implementing that decision.

• [59] The CPCBC suggests the applicant has not pursued payment since the 2023 AGM.
• [60] The applicant, in its response to the submissions, provided numerous documents evidencing repeated requests over some years for payment by Cathedral Village or references to the outstanding liability. There is a reference to the amount in debt in correspondence to the CPCBC body corporate manager in August 2024 and a query in January 2025 as to when the amount under the court order would be paid.
• [61] But even if the applicant had not requested payment, the CPCBC does not explain why that would affect its statutory obligation to implement its decision or change its liability under the District Court costs order. The applicant should not have to continually request payment of an amount that is the subject of a court order or that the CPCBC has resolved to pay.

• [62] The CPCBC resolved in October 2022 to raise a special levy and pay legal costs to Cathedral Village, pursuant to court orders. The CPCBC has not rescinded that resolution or substantiated that the motion is invalid. Accordingly, the CPCBC must implement its decision unless it resolves to rescind it. I will make an order to that effect. As the CPCBC previously raised the special levy pursuant to the resolution, and so should not need a further levy, I consider that 30 days should be more than adequate to implement the motion.
• [63] While the CPCBC could potentially resolve to rescind the resolution, that would not alter the CPCBC's liability to pay the applicant's costs pursuant to the 2019 costs order. The CPCBC does not dispute that it is liable for those costs or the amount payable. It claims it has attempted to do so, but does not evidence such attempts. It is not immediately clear to me why the CPCBC does not simply proceed to pay the costs, regardless of whether October 2022 EGM Motion 12 is valid or is rescinded. Failing to pay the amount puts all parties at risk of incurring further costs to enforce the 2019 order.
• [64] As noted above, it is beyond the scope of my role to consider the enforcement of any court order. As such, it is not necessary for me to canvass the way in which the CPCBC could meet its liability. However, it may be it could simply credit the ledger or account for the applicant.

[1] Proceeding BD2754/2010 and noting appeals 14271/19 and 1690/20

[2] The published order of that date, Cathedral Place Community Body Corporate v The Proprietors Cathedral Village BUP 106957 (No 3) [2019] QDC 238, it does not include order (d).

[3] Cathedral Place Community Body Corporate v The Proprietors Cathedral Village BUP 106957 [2020] QCA 239

[5] Section 73(1)(c) and (d) of BUGT Act

[7] I assume the submission is referring to section 193 of the MUD Act

[9] Cathedral Place [2024] QBCCMCmr 9

[11] See the definition of 'comprehensive resolution' in schedule 5 of the MUD Act

[13] I note section 11 of schedule 2, part 2 of the BUGT Act regarding poll votes, and section 172(9) of the MUD Act which adopts that schedule for the purposes of meetings under the MUD Act

[14] I am not aware that the applicant has formally challenged October 2022 EGM on the basis of the disputed exclusion of its vote at the meeting.

[17] Cathedral Place Community Body Corporate v The Proprietors Cathedral Village BUP 106957 (No 3) [2019] QDC 238, paras 32-50

[18] Cathedral Place Community Body Corporate v The Proprietors Cathedral Village BUP 106957 (No 3) [2019] QDC 238, para 39

[19] Cathedral Place Community Body Corporate v The Proprietors Cathedral Village BUP 106957 (No 3) [2019] QDC 238, para 50

[20] Cathedral Place Community Body Corporate v The Proprietors Cathedral Village BUP 106957 [2021] QCA 68 and Cathedral Place Community Body Corporate v The Proprietors Cathedral Village BUP 106957 [2021] QCA 69

[21] The Proprietors Cathedral Village BUP 106957 v Cathedral Place Community Body Corporate [2021] QCA 186