Body Corporate and Community Management (Accommodation Module) Regulation 2020 (Accommodation Module)

EXPENDITURE - whether the body corporate engaged solicitors and incurred expenditure on legal services without authorisation - whether orders are warranted - RECORDS - whether the body corporate failed to provide copies of body corporate records.

Act, s 205; Accommodation Module, s 162

1. Within 7 days of the date of this order, and at no further charge, the Body Corporate for Lyra Villas must provide Changfa Qld Pty Ltd with copies of all bank statements, quotes and receipts in its possession or control that relate to the legal expenses paid by the body corporate in the period 1 May 2023 to 30 April 2024.
2. The application is otherwise dismissed.

• [1] The first issue in this application is about the body corporate's expenditure on legal services. The applicant says the body corporate incurred legal expenses in the 2023-2024 financial year most of which was not authorised. It also queries whether the body corporate validly authorised legal representation. It seeks declarations that the body corporate retained solicitors and incurred legal fees without a resolution, in contravention of the legislation.
• [2] The second issue is about access to body corporate records. The applicant requested certain records in March 2025 and provided payment for them. A person acting for the body corporate declined to provide the records. The applicant seeks an order that it be given the records.

• [3] Lyra Villas community titles scheme 53617 (Villas) is a 50-lot scheme at Hope Island. It is part of a layered arrangement, with Lyra Principal CTS 53296 as the principal body corporate (the PBC) and Lyra Waterfront CTS 53297 (Waterfront) as another subsidiary body corporate. The community management statement (CMS) shows the Accommodation Module applies to Lyra Villas. The scheme is registered as survey plan 309303.
• [4] The application seeks the following orders:

(a) a declaration that retaining solicitors (save for the Legal Resolutions) was undertaken contrary to the legislation, in that there was no resolution of the Body Corporate to do so;

(b) a declaration that the expenditure on legal fees (save for the Legal Resolutions) was undertaken contrary to the legislation, in that there was no resolution of the Body Corporate to do so;

(c) that the Body Corporate consider a motion to ratify the past unauthorised retainer of solicitors and expenditure of legal fees including, where it is a restricted issue for the Committee, by including a motion on the agenda of the next general meeting for the owners to consider ratification of same; and

(d) that, within seven days of the date of this order, the Body Corporate must give the Applicant a copy of the records kept by the Body Corporate as requested by the Applicant and not provided by the Body Corporate.

• [5] An adjudicator may make an order that is just and equitable in the circumstances to resolve a dispute about a claimed or anticipated contravention of the Act or the CMS, or the exercise of rights or powers or performance of duties under the Act or the CMS.[1] I am satisfied I have jurisdiction to determine this matter under the dispute resolution provisions.[2]

• [6] The applicant applied for conciliation of the first issue in December 2024.[3] A conciliation session was held in April 2025, but the parties did not reach an agreement.
• [7] This application was lodged on 24 June 2025.
• [8] The Commissioner invited submissions from the Villas committee and all owners.[4] One submission was made. The applicant obtained and responded to the submission.[5]
• [9] The application was referred to department adjudication.[6] I have now investigated the dispute, including reviewing the submitted material.[7]

• [10] The applicant seeks orders about two separate issues. I will consider them in turn.

• [11] The applicant seeks declarations that the body corporate retained solicitors and incurred expenditure on legal fees, except pursuant to specific resolutions, contrary to the legislation because there was no resolution to do so.
• [12] The applicant initially also sought an order that the body corporate consider a motion to ratify the past unauthorised retainer of solicitors and legal fees expenditure by a motion at the next general meeting. But in its reply to the submission, it advised it no longer sought that order.
• [13] The applicant's reply to the submission then said it also sought orders that:

(a) Committee must not give effect to a proposal involving spending without the Body Corporate specifically authorising that;

(b) Committee, if expenditure exceeds the Committee spending limit, must put that for consideration of the owners in general meeting;

(c) Committee and Body Corporate, if expenditure exceeds the major spending limit, must consider at least two quotations (save for exceptional circumstances);

(d) that the Committee and Body Corporate must not incur any further legal expenditure in respect of the legal issues and disputes set out at paragraph 2.3 and 2.7; and

(e) that the Committee and Body Corporate must not pay costs from the sinking fund, unless it is spending that the sinking fund may be applied towards.

• [14] The Commissioner's delegate contacted the applicant to ascertain if it wanted to amend the application to seek those further orders, in which case the respondent would be invited to make submissions on the amended application. The applicant advised in writing that it did not wish to amend the application. It would be contrary to the principles of natural justice to consider orders that have not been put before the respondent. Accordingly, I will only consider the original orders (a) and (b) regarding issue 1.

• [15] As I understand it, the applicant was the original developer of the PBC, Villas and Waterfront and it, or related entities, represented Villas and Waterfront and had effective control of the PBC until around March 2023.[8]
• [16] From March to September 2023 a firm of solicitors (Mahoneys) wrote 3 letters about caretaking and facilities agreements purportedly entered into between the PBC and Changfa Strata Management Pty Ltd (Changfa Management), which is associated with the applicant. The first letter was said to be on behalf of Villas, the second on behalf of Villas and Waterfront, and the third on behalf of Villas, Waterfront and the PBC.
• [17] The submitted information indicates the following decisions were made about legal matters:
  1. In March 2023 the committee resolved to engage a different law firm to undertake debt recovery proceedings regarding unpaid contributions.
  2. In April 2023 the committee resolved to engage Mahoneys to provide legal advice to the committee on 'various matters' and expend a maximum of $4,400 for that advice.
  3. At a general meeting in July 2023 Villas resolved to direct its representative to vote in favour of a PBC motion for a review of the caretaking agreement.
  4. In August 2023 the committee (and the Waterfront committee) resolved to direct its representative to vote in favour of a motion for the PBC to commence proceedings in the Commissioner's office about the facilities agreement.
  5. In September 2024 the body corporate resolved to engage Mahoneys to provide advice about marina berths.
  6. In September 2024 committee again resolved to engage a different law firm to undertake debt recovery proceedings about unpaid contributions.
  7. In November 2024 the committee resolved to engage Mahoneys, on terms advised, to respond to proceedings brought by Changfa Management in the Queensland Civil and Administrative Tribunal (QCAT).
• [18] The body corporate's financial records for the May 2023 to April 2024 financial year list expenditure of $37,007.21 for 'legal expenses' from the sinking fund.
• [19] In November 2024 the applicant's solicitors wrote to Mahoneys questioning the authority for the legal expenditure incurred. When there was no response, the applicant's solicitors wrote again in January 2025. In February 2025 Mahoneys responded saying it acted for the PBC, Villas and Waterfront in regard to the QCAT proceedings and the fees for responding to that proceeding were within the committee spending limit. The applicant's solicitors replied that the response did not address the legal expenditure in the 2023-2024 financial year and asked if Mahoneys held instructions for any matters other than the QCAT proceedings.

• [20] The applicant says the body corporate did not resolve to retain solicitors or incur legal expenditure except for the two resolutions in March and April 2023. It queries whether the body corporate validly retained the solicitors. It further says the resolutions could not account for the actual legal expenses. It asserts the legal expenditure was substantively unauthorised.
• [21] The body corporate details the legal services provided to the body corporate in the 2023-2024 financial year on various matters. It says it, along with the PBC and Waterfront, have been involved in a series of complex disputes which required them to take proactive and reactive steps. It says it always acted in the best interests of owners and the legal expenditure was necessary to protect the interests of the body corporate.
• [22] It acknowledges there are expenses that require ratification. It submits the amount to be ratified is $23,226.57 and provides its calculations in this regard. It says most expenditure related to disputes with the caretaker were split on a pro-rated basis with Waterfront but it would seek to recover $3,192.58 from Waterfront for expenditure incurred that was not split.
• [23] The body corporate notes a body corporate can ratify past irregular conduct. It asserts that the present application will be resolved by it convening a general meeting to vote on motions to ratify the expenditure. The submission includes a draft motion to be voted on, an explanatory note, a table of invoices, copies of invoices, and copies of motions authorising expenditure.
• [24] The applicant's response to the submission includes:
  1. Villas is not a party to the caretaking or facilities agreements and there was no basis for it to incur legal expenditure for advice about the agreements or the review process.
  2. Villas was not the applicant in the adjudication application and there was no basis for it to engage solicitors or incur legal expenditure in preparing or filing that application.
  3. Villas is not a party to the QCAT proceedings and there is no basis for it to retain solicitors or incur legal expenditure in responding to those proceedings.
  4. It denies the review of the caretaking agreement was authorised by the body corporate, as it only resolved to vote in favour of the PBC motion.
  5. The body corporate is unable to ratify the amount of $19,142.67 (being the difference between $37,007.21 and the allegedly authorised amounts) or any part of it because there was no basis for it to retain Mahoneys or incur legal expenses. It retained solicitors and incurred legal costs in respect of disputes that it is not a party to.
  6. The requirements for ratification are not satisfied where the body corporate was not legally capable of retaining Mahoneys and incurring legal costs and the proposed motion and explanatory note do not give owners full knowledge of all material facts and circumstances pertaining to the committee's acts.
  7. The proposed motions and explanatory note are misleading and false.
  8. There is no legal basis for the body corporate to recover amounts from Waterfront.
  9. The body corporate paid the costs from the sinking fund although it was not spending that the sinking fund may be applied towards.
  10. The person named in the invoices is not an owner, committee member or otherwise authorised to act for Villas, but an owner and PBC representative for Waterfront.

• [25] I will note some general legislative provisions and case law relevant to the issues raised.
• [26] The legislation provides for decision-making by a body corporate, including decisions about legal proceedings and incurring expenditure. Unless it is a restricted issue for the committee,[9] and subject to its obligation to make reasonable decisions,[10] the committee could resolve to engage solicitors to provide it with legal advice. The committee could also resolve to commence a prescribed proceeding.[11] But such decisions should be made by the committee (not individual committee members) at a properly convened and minuted meeting.[12]
• [27] If the cost of engaging solicitors on a matter or commencing prescribed proceedings exceeded the committee's spending limit, a general meeting resolution would be required.[13] The committee spending limit for Lyra Villas would be $10,000 unless the body corporate has passed a general meeting resolution to change the committee spending limit.[14] A special resolution would be required to start a proceeding other than a prescribed proceeding.[15]
• [28] If the PBC decided to obtain legal advice or pursue legal proceedings the same requirements would apply. The PBC committee would have a spending limit of $12,800 unless it had resolved to change that limit at a general meeting.[16]
• [29] If the PBC resolved to obtain legal advice or pursue legal proceedings, its members would be liable for costs only via their contributions, rather than directly to the persons engaged by the PBC. Although in practice, the financial obligations of the subsidiary bodies corporate would be the same, it would be the PBC and not the subsidiaries that should make the decision to approve the PBC's actions, authorise the expenditure, and pay the invoices. The PBC would then raise the funds to pay the invoices from contributions levied on its members. A subsidiary body corporate does not need to authorise expenditure that is incurred by the PBC.
• [30] I note also that bodies corporate must have an administrative fund and a sinking fund.[17] The administrative fund is intended for general maintenance, insurance, and recurrent expenditure. The sinking fund is for capital and 'non-recurrent' expenditure. It may be usual for legal expenses to be paid from the administrative fund. But if legal expenditure is non-recurrent, it is not expressly contrary to the legislation for it to be paid from the sinking fund.
• [31] As both parties acknowledge, it has been widely accepted that actions or decisions purportedly taken on behalf of a committee or a body corporate (including decisions incurring body corporate expenditure) can be ratified.[18]
• [32] The case law indicates the requirements for an effective ratification are:[19]
  1. the agent (ie. the person or entity whose act is being ratified) must have purported to act for the principal (eg. the body corporate)
  2. at the time the agent acted, the principal must have been existing and ascertainable
  3. the principal must have been legally capable of doing the act in question
  4. at the time of the ratification the principal must have full knowledge of all the material facts and circumstances pertaining to the agent's acts, and
  5. ratification must be effected within a reasonable time.

• [33] The applicant challenges both the body corporate's retention of solicitors and the incurring of legal costs. I will comment in turn on the specific actions.
• [34] The Villas committee resolved to engage solicitors in April 2023, with a maximum expenditure of $4,400. That was within the committee spending limit. The resolution said it was to obtain advice on various matters that are not specified. But I see no inherent reason why the committee resolution had to detail the matters on which the advice was being sought if the committee members voting on the motion understood what they were voting on. The applicant does not appear to challenge this decision. It is not entirely clear what of the amounts in the subsequent invoices related to the work intended by that resolution.
• [35] In July 2023 the body corporate resolved to direct its representative to vote in favour of a PBC motion to pursue a review of the caretaking agreement. Apparently, the PBC then passed that resolution. Accordingly, it was (or should have been) the PBC and not Villas or Waterfront who then engaged the solicitors and incurred all costs relating to that review, unless Villas or Waterfront sought to make separate submissions to the review. The PBC, rather than Villas or Waterfront, should then have been invoiced and paid for services provided for the purposes of the review. Villas and Waterfront would then in turn have contributed to the PBC expenditure through its contributions (with a special levy raised if required).
• [36] In August 2023 the Villas committee resolved to direct its representative to vote in favour of a PBC motion for the PBC to bring an application in the Commissioner's office. It is apparent that the PBC committee then passed that motion and made the application. It was clearly the PBC and not Villas or Waterfront who was then responsible for engaging the solicitors and incurring the expenditure to make and pursue that application. Villas was entitled to make a submission in response to that application (as it did). But Villas was only directly liable to pay the cost of preparing its own submission. The PBC, rather than Lyra Villas or Waterfront, should have been invoiced for and paid the cost of preparing and pursuing the application itself. Lyra Villas and Waterfront would then in turn have contributed to those costs through its contributions (by way of a special levy if required).
• [37] Although Villas voted in favour of the PBC making the adjudication application, it is not clear that Villas specifically authorised the engagement of solicitors to make a submission on its behalf in response to that application or authorised the expenditure for that submission. However, that may have been encompassed by the April 2023 authority.
• [38] In November 2024 the Villas committee resolved to engage solicitors to respond to the QCAT proceedings. If that response was intended as a response on behalf of the PBC as the respondent to the proceeding, it should have been the PBC that authorised the engagement and expenditure and paid the related invoices. But if the Villas committee resolution related to a submission by Villas regarding its position on the dispute, Villas was properly responsible for the costs. The applicant has not established that Villas did not properly authorise the provision of legal services for that purpose and in any event the expenditure would appear to be outside the timeframe for the expenditure disputed by the applicant.
• [39] It appears from the invoices provided that Villas was invoiced for 76.92% costs of the legal advice obtained. It presumably paid those invoices. In my view, the handling of at least some of that invoicing was inappropriate. Where the invoices were for work authorised by and delivered on behalf of the PBC, the PBC should have been invoiced and then paid the fees. The PBC should then have raised levies from Villas and Waterfront to meet those costs.
• [40] However, if the amounts paid by Villas and Waterfront reflected their lot entitlements within the PBC, in practice little would seem to turn on it. That appears to be the case for much of the expenditure. If there was genuine concern, Villas could ask the PBC to reimburse it (and Waterfront) for the amounts paid directly to the solicitors for legal services that were authorised by and delivered on behalf of the PBC. The PBC could then levy Villas and Waterfront for amounts necessary to meet that reimbursement. But that would seem to be merely a desktop accounting exercise with little or no substantive effect, particularly given the elapse of time.
• [41] The body corporate refers to expenditure that Waterfront has not yet contributed to. It proposes to seek to recover that from Waterfront. Villas has no statutory power to recover funds from Waterfront. But Waterfront may be willing to simply reimburse Villas for any PBC expenditure it has not yet contributed to. If it does not, the body corporate could seek to recover the amounts it paid from the PBC and the PBC could then levy Waterfront for it.
• [42] To the extent that the legal services in question related to agreements between the PBC and Changfa Management, I do not accept the applicant's argument that Villas was not capable obtaining legal advice or incurring expenditure on those matters. Villas was clearly affected by those agreements, not least because it is responsible (through contributions it pays to the PBC) for a significant proportion of any cost payable by the PBC in relation to the agreements. The body corporate, as an owner of a lot within the PBC, has the same right as any owner to seek advice and pursue disputes about issues affecting the body corporate it is a member of. But in any event, it seems most of the costs were actually incurred on the authority of the PBC and the just inappropriately paid for directly by the subsidiaries.
• [43] It may be that Villas has also incurred expenditure on legal services on its own account that were not authorised. If that is the case, the body corporate should propose committee or general meeting motions (depending on the quantum of expenditure for the specific matter on which legal services were obtained) to ratify that expenditure. It does not appear to me that the draft motions included in the body corporate's submission would be appropriate for that purpose because they appear to include expenditure by and for the PBC rather than for Villas, notwithstanding that Villas paid the invoices directly. If ratification motions are put and passed, and the applicant asserts that they do not meet the requirements for effective ratification, it could challenge those decisions. But that is not a question I can determine now.

• [44] On the submissions, the applicant has not satisfied me orders (a) and (b) are warranted. The applicant has not clearly demonstrated that the body corporate directly retained lawyers to provide it with legal advice that was beyond the scope of the resolutions it passed, as distinct from being involved in (and paying invoices for) legal advice authorised by and for the PBC. Similarly, the applicant has not established that the body corporate incurred expenditure for on legal fees provided to Villas without authorising that expenditure, rather than directly paying for its share of legal expenditure incurred by the PBC.

• [45] The applicant seeks an order to be given copies of records it requested but not been provided.

• [46] The applicant wrote to the body corporate's solicitors on 12 March 2025 seeking the following:
  1. all committee and general meeting minutes recording a resolution authorising the body corporate to incur legal expenses in the sum of $37,007.21, or any part of that sum
  2. all committee and general meeting minutes recording a resolution authorising the body corporate to retain legal representatives referrable to incurring the legal expenses.
  3. all bank statements, quotes, invoices, and receipts referrable to the legal expenses
  4. the complete ledger for the sinking fund for the period 1 May 2023 to 30 April 2024
  5. all committee and general meeting minutes authorising the retainer of lawyers and associated spending in proceedings in the Queensland Civil and Administrative Tribunal (QCAT), and
  6. all bank statements, quotes, invoices, and receipts referrable to the QCAT spending.
• [47] The applicant paid the amount of $150 but, if that was insufficient, asked to be advised of the total number of pages to that the correct fee could be paid.
• [48] On 19 March a person who said they were authorised by the body corporate responded declining to disclose the requested records and referring to the QCAT disclosure process. There was then some correspondence about who was representing the body corporate, but it does not appear that any records were provided.

• [49] The applicant refers to the statutory obligation to provide records. It says it made a written request, paid the fee, and is an interested person. It says the information sought is a body corporate record, does not contain defamatory material, and is not protected by legal professional privilege.
• [50] The body corporate asserts there was a misunderstanding regarding the records. It says it understood at the conciliation conference that the requested records would be provided to the extent possible, subject to the cost of their production being paid. However, it says there was a miscommunication about the terms of payment for those records.
• [51] The body corporate's submission includes documents, including motions, accounting records and invoices, which it asserts should satisfy the applicant's request. But it questions the need for bank statements and receipts and asserts they are not sought for a genuine purpose.
• [52] In response, the applicant denies any misunderstanding, notes there was no conciliation agreement, and says evidence of anything said or done in a conciliation is inadmissible.[20]
• [53] It then says the body corporate continues to not provide the bank statements, quotes and receipts sought by its request. It says it is not a matter of satisfying the purpose of the request but meeting the request. It says it is irrelevant that the body corporate is unclear why bank statements and quotes are necessary. It disputes any administrative burden.

• [54] The Act defines 'records' as "...for a body corporate, means the rolls, registers and other documents kept by the body corporate under this Act (including under the regulation module applying to the scheme)."[21] Information stored or recorded on computer is a 'record'.[22] The legislation sets out the requirements for keeping and disposing of body corporate records.[23]
• [55] Under section 205 of the Act, a body corporate must permit an 'interested person' to inspect its records or must give them a copy of records (excluding defamatory records), within 7 days receiving a written request and the prescribed fee.[24] An owner is an interested person.
• [56] The legislation does not generally impose restrictions on why a person wants records or how those records will be used. There is no legislative limit on the scope or content of records that may be accessed, except for material reasonably believed to be defamatory or that are protected by legal professional privilege. It is immaterial that a person has previously been given the records they seek, or that they can access them by some other means.
• [57] The only relevant considerations for a body corporate regarding a request for records are:
  1. whether the person has made a written request
  2. whether the person has paid the required fee
  3. whether the person is an 'interested person'
  4. whether the request is for records held by or for the body corporate
  5. whether the record is reasonably believed to contain defamatory material
  6. whether the record is subject to legal professional privilege.

• [58] The body corporate does not dispute that the applicant made a valid request for records.
• [59] The applicant made the request in writing and paid a fee. The body corporate has not suggested that the amount paid was insufficient to cover the cost of the requested copies and it did not advise of any additional amount required. The applicant, as an owner, is an interested person entitled to access the records. The applicant's request appears to have been sufficiently explicit for the body corporate to identify the records sought. There is no suggestion that the information sought is not a body corporate record or is not held by the body corporate. The body corporate has not asserted the records contain defamatory or privileged material and, given the nature of the material sought, it would be surprising if they did.
• [60] I am satisfied the body corporate should have provided all the requested records by 19 March 2025. Clearly it did not do so. In that regard it breached section 205 of the Act. The existence of a 'discovery' process in the QCAT proceedings did not alter the body corporate's statutory obligation to provide the applicant with access to records.
• [61] The body corporate provided many of the requested records in its submission in response to this application. The applicant appears to accept it has now received everything except bank statements, quotes, and receipts for the legal expenses. I do not consider the body corporate has advanced any valid basis to withhold the remaining records. The fact that it may consider the applicant has no need for those records, or seeks them for an improper purpose, is not relevant. The body corporate has not substantiated its claims in that regard. But in any event, the applicant is entitled to access the records for any purpose and does not need to substantiate a need for them.

• [62] I am satisfied an order to require the body corporate to provide the remainder of the records requested on 12 March 2025 is warranted.

• [63] It may be the body corporate, along with the PBC and Waterfront, did not always follow the legislative requirements strictly when obtaining and paying for legal services. In the main, the body corporate either voted to obtain legal advice or in favour of legal action being pursued by the PBC. It seems from the submitted material that legal expenditure authorised by or on behalf of the PBC was inappropriately paid directly by Villas and Waterfront, rather than being paid by the PBC with contributions then raised from Villas and Waterfront to fund it. But that does not warrant the orders (a) and (b) sought by the applicant. If the body corporate has incurred any expenditure on legal services on its own account (rather than for services provided to the PBC), that have not yet been authorised it should take steps to ratify that expenditure. However, the applicant does not now seek an order to that effect. Accordingly, I will dismiss the orders sought regarding the first issue.
• [64] The body corporate clearly failed to provide the applicant with body corporate records within 7 days of a valid request being made. While some records have since been provided, the body corporate has not provided copies of bank statements, quotes and receipts relating to the legal expenses paid by the body corporate in the period 1 May 2023 to 30 April 2024. I consider an order requiring the provision of those records is warranted.

[2] Sections 227, 228, 276 and schedule 5 of the Act

[3] Conciliation application reference 1243-2024

[8] Some of these matters are detailed in Lyra Principal [2024] QBCCMCmr 212.

[9] Section 44 of the Accommodation Module

[12] See part 4 of chapter 3 of the Accommodation Module regarding committee meetings

[13] Section 162 of the Accommodation Module

[14] $200 times 50 lots, as per the definition of relevant limit for committee spending in schedule 1 of the Accommodation Module

[16] $200 times 64 layered lots, noting the definition of number of layered lots in the schedule, in schedule 1 of the Accommodation Module

[17] Sections 150 and 157 of the Accommodation Module

[18] Warren v Body Corporate for Buon Vista Community Titles Scheme 14325 (No 2) [2006] QDC 398, Warren v Buon Vista Community Titles Scheme 14325 [2007] QCA 160, Body Corporate for Calypso Plaza on Coolangatta CTS 24595 v Larraine Pty Ltd [2014] QCATA 004

[19] Carroll and Ors v Body Corporate for Palm Springs Residences CTS 29467 [2013] QCATA 21, Warren v Body Corporate for Buon Vista Community Titles Scheme 14325 (No 2) [2006] QDC 398

[22] As defined in schedule 1 of the Acts Interpretation Act 1954

[23] Section 220 of the Accommodation Module

[24] The prescribed fees are set out in section 222 of the Accommodation Module