//
austlii:qld/QBCCMCmr/2026/89
General information, not legal advice.
QBCCMCmr
2026-03-23
Original judgment source is linked above.
The Wellington Boutique Apartments [2026] QBCCMCmr 89
Lynne and Philippe Tassin, owners of Lots 18 and 19 (applicants)
Body Corporate for The Wellington Boutique Apartments (respondent)
East Brisbane Investments Pty Ltd (EBI), owner of Lots 1, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 16, 21, 23, 24, 25, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 41 and 42 (affected person)
Body Corporate and Community Management Act 1997 (Qld) (Act), sections 227(1)(b) and 229(3)(a)
Body Corporate and Community Management (Accommodation Module) Regulation 2020 (Accommodation Module)
INTERIM ORDER - whether an interim order is warranted.
[1] This is the latest in a series of applications at this scheme, particularly between the applicants and the affected person, EBI.
[2] The applicants own Lots 18 and 19 and are committee members, with the first applicant holding all executive positions on the committee. The affected person owns or controls 33 lots and is the caretaking service contractor. The applicants say there are no owner occupiers, and they claim most minority lot owners have been denied letting services and cannot privately let their lots due to access restrictions imposed by EBI. They assert that EBI is seeking to benefit its management rights to the detriment of other owners. The applicants say the body corporate's attempts to address issues at the scheme have been hampered by EBI's voting control, and they have incurred significant costs in trying to resolve issues on behalf of the body corporate.
[3] The current application disputes the outcome of numerous motions considered by the body corporate at its annual general meeting (AGM) on 11 December 2025. The applicants assert that because of EBI's majority vote, the body corporate passed 8 motions that benefit EBI to the detriment of other owners. The applicants also object to the defeat of 9 other motions (including budget and insurance motions), that failed because of EBI's vote. They allege a fraud on the minority and that the decisions were unreasonable.
[4] The applicants seek orders to invalidate 8 AGM motions submitted on behalf of the affected person, and to deem passed 9 other AGM motions. In the interim, they seek an order to prevent the body corporate implementing the 8 resolutions that they dispute. The only issue to decide at this time is whether an interim order is warranted.
[5] The Wellington Boutique Apartments community titles scheme 26174 (Wellington Boutique) is a 40-lot scheme at Kangaroo Point. The community management statement (CMS) records that the Accommodation Module applies. The scheme is registered as survey plans 108560 and 111720.
[6] The application seeks the following interim outcomes:
(a) That pending a further interim order, and until this dispute resolution application is finally determined or discontinued at an earlier time, the Body Corporate for the Wellington Boutique Apartments Community Titles Scheme 26174 must not implement, or take any action, pursuant to resolutions 17.2, 19, 20, 21, 22, 23, 24 and 25, purportedly declared carried at the Annual General Meeting of the lot owners held on 11 December 2025; and
(b) such further or other order(s) as may be determined to be just and equitable for the purpose of determining this dispute.
[7] The application then seeks the following final outcomes:
(a) an order declaring that motions 17.2, 19, 20, 21, 22, 23, 24 and 25, declared carried at the Annual General Meeting of the lot owners held on 11 December 2025, was and is unreasonable, unlawful void and of no effect;
(b) an order declaring that motions 3, 4, 5, 6, 7, 8, 11,17,1 and 18 purportedly defeated at the Annual General Meeting of the lot owners held on 11 December 2025, are deemed to have passed; and
(c) such further or other order(s) as may be determined to be just and equitable for the purpose of determining this dispute.
[8] I am satisfied I have jurisdiction to decide this matter under the dispute resolution provisions.[1]
[9] 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 CMS, or the exercise of rights or powers or performance of duties under the Act or CMS.[2] In particular, an adjudicator may make an interim order if satisfied on reasonable grounds it is necessary due to the nature or urgency of the circumstances.[3]
[10] EBI asserts that an adjudicator does not have jurisdiction to decide this dispute because the applicants made no attempt to resolve this dispute internally as required by section 238(1)(b) of the Act. As such, it seeks dismissal of the application pursuant to section 270(1)(a) of the Act. Certainly, there is no indication of the applicants attempting to raise or resolve any of the issues raised in this application with EBI. The application itself says there were 'nil' attempts at self-resolution. That is problematic. However, the respondent in this application is the body corporate, not EBI, and the committee representing the body corporate is apparently in lockstep with the applicants. EBI identified some steps the applicants could have taken with the committee and EBI, including to obviate the need for interim orders. It is debatable if those steps would have advanced the substantive issues in dispute. But arguably the prospects of success of internal dispute resolution steps is only relevant to whether the attempt was reasonable and not whether internal dispute resolution should be undertaken at all. However, the Commissioner accepted this application as complying with the legislative requirements. So, at least for present purposes, I will proceed to consider it.
[12] The Commissioner then referred this application to adjudication to decide if the nature or urgency of the circumstances warrant an interim order.[6] As permitted under the Act, that occurred notwithstanding that notice of the application had not yet been given to the respondent or any affected persons.
[13] There is no statutory requirement to obtain comment from a respondent or affected persons before an interim order is decided. However, in the circumstances, I gave the committee and EBI a limited opportunity to comment on the interim orders. Both made submissions.
[14] I also asked the body corporate manager (BCM) to provide a copy of the full AGM notice.
[15] EBI says that, given the limited time available to respond to the lengthy application, its submissions focus on why the application should be dismissed on jurisdictional grounds and why the balance of convenience does not favour interim orders. It says its submissions on whether serious legal questions have been raised will be further developed if the application is not dismissed and if submissions for final orders are sought.
[16] EBI details some history of the conflict at the scheme. It says the applicants have engaged in a campaign of ensuring it could not exercise its proprietary right to vote at general meetings. It says the AGM was the first general meeting in 2 years where its voting entitlements were respected, but the results have been challenged. It says the committee have not held extraordinary general meetings (EGM) despite it giving multiple requisition notices, and it changed results after meetings to manufacture a debt to disentitle EBI from voting. It says the committee has not held committee meetings or given notice of motions decided outside of committee meetings. It further says the committee put it to costs by issuing an invalid remedial action notice and filing an adjudication application.
[17] It says the applicants have provided no evidence of many of their allegations, made submissions that are wrong and misleading, and made allegations that go against the evidence they provided. It disputes that owners do not have access to lots at the scheme or cannot privately let them. It says in 2021 the body corporate resolved to install a new wireless access control system for the building and after installation new access cards were issued to all lots. It notes that one committee member was issued a replacement access card in October 2025, but the applicants have not sought replacement cards or accessed their lots. It says the applicants could privately let their lots but have chosen not to. It notes that despite filing numerous applications, the applicants have not filed an application or taken other action to enforce their rights to use and enjoy their lots and common property.
[18] EBI says the applicants need to demonstrate the AGM decisions were unreasonable or constitute a fraud on the minority. In previous applications adjudicators were not satisfied that there was sufficient evidence that EBI's actions were fraudulent. But the applicants provide little to develop their allegation in this application.
[19] It notes the first applicant, as chairperson for the AGM, was obliged to rule a motion out of order if it would conflict with the Act or be unlawful for any other reason. It says despite now asserting 8 resolutions were unlawful, the first applicant made no such ruling at the AGM.
[20] EBI disputes the claimed justification for the delayed application, noting the applicants were at the AGM and knew the outcomes, the minutes were published 7 days later, and the applicants' solicitors office was only closed until 5 January. It says the applicants took no action until the BCM did what it was contracted to do.
[21] It says the applicants have not evidenced that they told the BCM of their intention to challenge the AGM resolutions. It disputes there was no inherent power to implement decisions at a general meeting and says there is no evidence of a committee resolution to direct the BCM not to take action without the written consent of the committee.
[22] A submission made on behalf of the committee supports the application.
[23] The only issue for me to decide at this time is whether interim orders are warranted. But it is necessary for me to consider the substantive issues in dispute in this application to decide whether to make an interim order.
[25] To warrant an interim order, an adjudicator must first be satisfied the application raises serious legal questions to be decided. They must then consider whether the balance of convenience between the parties justifies injunctive relief. That means an adjudicator must balance the impact on the respondent and others of granting relief now if the final orders sought are ultimately refused, against the impact of refusing relief now if the final orders are ultimately granted. Of particular relevance is evidence an interim order is necessary to prevent serious or irreparable harm.
[26] The issue for the purpose of the interim orders sought is the applicants' objections to the AGM resolutions on Motions 17.2, 19, 20, 21, 22, 23, 24 and 25. I will discuss those in turn. I will then also comment on the 9 defeated AGM motions (Motions 3, 4, 5, 6, 7, 8, 11, 17.1 and 18), which the applicants seek final orders to deem passed.
[27] In general terms the applicants cite the statutory obligation on the body corporate to act reasonably.[9] They say the affected person's motions solely benefit EBI and are adverse to the interests of the body corporate as a whole. The applicants allege a fraud on the minority in respect of some of the AGM resolutions.
[28] I note that the application makes numerous assertions about the actions and motivations of EBI, but the basis for those claims is not substantiated in the submitted material.
[29] Motion 17 was a group of same issue motions about the committee spending limit. By Motion 17.1 the committee proposed to increase the relevant limit on all expenditure to $25,000. That was defeated. By Motion 17.2 the affected person proposed that, except for legal expenditure (for which a $1,000 limit was imposed by ordinary resolution in December 2022), the limit be $2,000 or $8,000 if at least half the owners provide prior written consent.
[30] The explanatory note for Motion 17.1 said it would reset the limit for all spending (including legal expenditure) to $25,000. The explanatory note for Motion 17.2 said it looked to replicate the consumer protection mechanism available under the section 72 of the Standard Module, via a notice of opposition, although 'more generous' than that.
[32] EBI says the committee is not holding meetings or giving notice of motions being considered and refuses to consult with it. It says it is contracted to maintain the common property in good condition and does so. It argues there is nothing untoward in setting a spending limit for particular types of spending. It notes $8,000 is the default spending limit for the committee if no limit was set by ordinary resolution. It says it is willing to approve spending between $2,000 and $8,000 if reasonable and necessary. It says Motion 17.2 is imposing a degree of transparency that the applicants are not comfortable with.
[33] Generally, a committee cannot incur spending above its spending limit unless authorised by a general meeting resolution.[11] The default position in the legislation is that the 'relevant limit for committee spending' will be $200 times the number of lots in the scheme, which in this scheme is $8,000.[12] However, the legislation specifically empowers a body corporate to change that limit by ordinary resolution. Inherently, that change could increase or decrease the limit. Also, the legislation empowers a committee to incur expenditure above its spending limit if the owners of all lots included in the scheme have given written consent.[13]
[34] In a previous decision about Wellington Boutique, an adjudicator discussed the power to change the committee spending limit in the context of a motion to revoke a December 2022 resolution to limit committee expenditure on legal costs to $1,000.[14] The adjudicator was not satisfied the limit was a misuse of the power to change the spending limit.
Order 1 concerned the resolution of an extraordinary general meeting which limited the committee's decision making power to those involving expenditure of no more than $500, a resolution which was held by the adjudicator to be unreasonable and to deprive the committee of a substantial part of its function. The adjudicator found that the limit was "absurdly low" and the "...type of decision by a majority that the courts recognise as a fraud on the minority". For the reasons already given, the latter is incorrect. The adjudicator's reasons show why the monetary limit is lower than might be expected for a scheme of this type, but the Commercial Module clearly granted the appellants the right to vote in favour of a motion to restrict the committee's decisions. That statutory acknowledgment makes it very difficult to see how a decision which permits actual, albeit limited, expenditure can be categorised as "unreasonable".
[36] The grounds to this application focus on the constraints on the committee obtaining legal advice and representation. But Motion 17.2 does not change the pre-existing restriction on legal expenditure (which has not been invalidated). Moreover, Motion 17.2 does not prevent the body corporate from obtaining legal advice or being legally represented at all. Rather, it just reinforces the requirement that legal spending over $1,000 be decided at a general meeting and curtails the power of the committee to approve that spending.
[37] Similarly, in terms of other spending, the committee is not prevented from incurring expenditure at all. But it must obtain approval at a general meeting or with the agreement of at least half of the lots for spending over certain amounts.
[38] Currently, the application does not explain how the body corporate is being prevented from meeting its statutory obligations because of the constraints on committee spending. Other than pursuing legal matters, the applicants do not point to particular body corporate functions that will be impeded if a general meeting is required to approve spending. And they do not explain why a minority should be entitled to act independently of the majority.
[39] Also, where the legislation contemplates spending being approved by the written consent of all owners, it is not immediately clear why a decision to set a limit that could be conditional on the agreement of half of owners is necessarily inconsistent with the statutory framework.
[40] The applicants bear the onus of establishing the body corporate's decision exceeded its statutory power or was unreasonable. It could be that the extent of the constraint on committee spending impedes its ability to undertake its functions. But the grounds to the application in this regard are thin. Given the statutory power to change the spending limit and the District Court's remarks, the applicants have not yet established that the limitation on the committee's spending power rises to a level which is manifestly unreasonable.
[41] Motion 19 proposed reserving certain things for decision by ordinary resolution of the body corporate. These are issuing a remedial action notice to the BCM, caretaking service contractor or a service contractor; putting in place or renewing a policy of insurance; filing a dispute resolution application under chapter 6 of the Act; providing consent to a development application by an owner for material change of use to any lot; and making a development application by the body corporate for a material change of use of any lot.
[42] The explanatory note for the motion said it was proposed for improved management and administration and to ensure greater transparency and collaboration amongst members.
[43] The applicants say Motion 19 is entirely in the affected person's interests as it retains the right to determine each of the matters in the motion. They say the decision to pass this motion was unreasonable and constitutes a fraud on the minority.
[44] The grounds to the application indicate concern regarding the ability to issue a remedial action notice, and the constraint on insurance. EBI notes this. I am unclear if the applicants also object to the other matters constrained by the motion.
[45] The applicants say Motion 19 makes it impossible for the body corporate to take any action against the affected person in circumstances where the affected person holds the majority vote and is unlikely to vote in favour of a remedial action being issued to itself as caretaking service contractor for failing to perform its duties. They say the body corporate should retain the right to issue a remedial action notice if the caretaker is not performing its duties and by Motion 19 the body corporate has no avenue to enforce the caretaking agreement.
[46] In regard to insurance, the applicants say the affected person voted against the AGM motions to implement a new insurance policy and has not evidenced any intention to assist the body corporate in complying with its insurance obligations.
[47] EBI says, in regard to the remedial action notice issue, that the committee has only issued such a notice once and that was clearly invalid with no reasonable basis for it. It says the notice was clearly designed to vex EBI and put it to costs. It says reserving that for a general meeting decision is consistent with the statutory context, akin to a code contravention notice.
[48] In regard to insurance, EBI says the committee has made decisions to renew its insurance at a cost well beyond the premium paid in previous years, without consulting EBI. It says it funds over 75% of the insurance premium, which is $94,198.44 for the current financial year. It notes the regulations expressly recognise that the decision to put in place and renew insurance can be made a restricted issue. It notes it is difficult to assist the body corporate to comply with its insurance obligations where the committee refuses to consult with EBI, never calls committee meetings, and does not give notice of any committee motions. It notes Motion 11 about insurance included authorising the committee to approve the renewal premium and it is not unreasonable to decide to reserve that for a general meeting decision.
[49] EBI then says the committee lodged a dispute resolution application asserting by-law contraventions on matters which it had attempted to have approved at general meeting but was frustrated by the committee. It also says the committee has given body corporate consent to development applications for the 6 lots owned by committee members despite every committee member having a conflict of interest that disentitled them from voting.
[50] The legislation provides that a committee decision will be a decision of the body corporate unless it is on a restricted issue for the committee.[17] The regulations provide for restricted issues.[18] Notably, the legislation empowers a body corporate to reserve, by ordinary resolution, an issue to be decided by ordinary resolution of the body corporate.[19]
[51] I acknowledge the interest for the majority owner in restraining the committee from acting in a manner that is contrary to its interests, or in regard to expenditure where it will be responsible for over 75% of the costs. Conversely, I acknowledge the difficulty for the body corporate if the committee cannot do certain things without a general meeting resolution, which essentially requires the agreement of the majority owner.
[52] I particularly acknowledge the difficulty for the body corporate to issue a remedial action notice to or bring a dispute against the caretaker to enforce its rights under the agreement, if the committee cannot pursue those actions. The affected person is unlikely to vote in favour of a general meeting motion proposing such actions or approve the engagement of legal assistance and the associated costs of such actions. If general meeting motions for such actions failed, each could be challenged as unreasonable. But the time and cost of challenging the failure to pass motions for each step in the process could be prohibitive and impede the ability of the body corporate to enforce its legal rights. Conversely, it could be argued that the potential cost and inconvenience of making decisions at a general meeting should not override the right of the majority owner to exercise their vote.
[53] In regard to insurance, it would be concerning if EBI was using its voting majority to impede the ability of the body corporate to obtain the required levels of insurance. But that is not substantiated as yet. It is not immediately clear why having insurance decisions made at a general meeting would be an improper exercise of a power or a fraud on the minority.
[54] As with the question of the restraint on the committee spending limit, the legislation expressly contemplates the body corporate deciding to curtain committee decision-making. The applicants bear the onus of establishing that the decision to limit the committee's decision-making in this case was unreasonable. The grounds in this regard are not yet persuasive.
[55] This motion proposed that the body corporate waive any right to claim legal professional privilege against any owner over any legal advice received by or on behalf of the body corporate from Mahoneys and direct Mahoneys to deliver all its files and records on any matter for which it has acted for or advised the body corporate to the BCM so it can be made available for access by any owner.
[56] The explanatory note said that over the last year the committee had worked with Mahoneys on a number of legal issues leading to the committee attempting to change the results of the 2024 AGM, launching legal proceedings to challenge uncontroversial improvements, and issuing a fundamentally flawed remedial action notice to the caretaker. It said it was important that owners had the opportunity to review legal advice provided to the committee and scrutinise the advice and the bona fides of the committee's actions.
[57] The applicants say the effect of the resolution is that EBI will receive confidential legal advice provided to the body corporate, primarily to address EBI's failure to comply with the Act. They say it circumvents a records request and forces the body corporate to waive legal professional privilege. It notes a previous decision about legal professional privilege.[20] They say the body corporate engaged Mahoneys on two files relating to levy arrears owed by the affected person and the associated owner of Lot 26. They say the documents in those files were created for the dominant purpose of giving legal advice and conducting actual or contemplated litigation and the body corporate is entitled to claim privilege over those files.
[58] EBI says the two Mahoneys files relate to levy recoveries which have been resolved by the owners paying the levies that Mahoneys were engaged to recover. It says those matters are at an end. It says the former BCM issued it the invoice for Mahoney's work. It queries the body corporate incurring this where there is a $1,000 limit on committee legal expenditure. It says there is a logical and understandable basis to waive privilege in these files where they relate to a dispute that is at an end and there is a legitimate interest in scrutinising the files so the cost of the work significantly exceeds the committee spending limit.
[59] The grounds for the application on this point are again limited. But I accept it may potentially be contrary to the interests of the body corporate, and so unreasonable, to resolve to waive legal professional privilege in legal advice about the body corporate's rights about a current or potential dispute with a person such that the advice will be accessible by that person.
[60] Although the parties indicate the motion relates to two files about levy arrears, the motion is not limited to that. It refers to 'any legal advice' received from Mahoneys. Moreover, the explanatory note indicates it was intended to extend beyond a single debt recovery matter.
[61] In that regard, there may be consequences of this motion relating to Motion 18. It is evident that Mahoney's has provided legal advice on matters beyond simply the levy arrears. By Motion 18, the applicants sought reimbursement of expenditure on obtaining some such advice. If that advice was obtained by and on behalf of the applicants such that they should not be reimbursed for the cost of it by the body corporate (which was presumably EBI's position in voting against Motion 18), there would be no right for the body corporate to determine what should happen with the advice and the related records. But if the advice was actually obtained on behalf of the body corporate, this resolution would also waive privilege over that advice. So, arguably, the question of access to the advice and associated records provided by Mahoneys and the reasonableness of the resolution in the circumstances cannot be considered until it is determined what advice is covered by the resolution, having regard to who obtained the advice and who is liable to pay for it.
[62] I am satisfied there is a question to decide about the validity of AGM Motion 20.
[63] Motion 21 purportedly authorised (by ordinary resolution) the installation of building signage that has already been installed, as an body corporate improvement to common property, and authorised reimbursement of $12,857 to EBI for its engagement of Lime Signs to install the signage pursuant to an invoice from December 2022. The motion then sought to raise a special levy to fund the reimbursement, due in March 2026.
[64] The applicants say signage was installed around the common property in around June 2023. They say Motion 21 is void for unreasonableness. They dispute that the signage advertises the building for the benefit of all owners where they cannot access or let their lots.
[65] EBI says the applicants have failed to make any meaningful submission on this motion. It says the signage authorised by Motion 21 comprises signs on the lot doors, outside the lift on every floor and in hallways, outside the front door to the building and on the external wall, and identifying ground floor toilet facilities. It queries what could be unreasonable about the body corporate installing such signage in a 25-year-old building.
[66] The issue of this signage has arisen in previous meetings and disputes.[21]
[67] The grounds to the application are limited. There could be a question of whether it was reasonable for the body corporate to decide to install signage if it primarily benefits the caretaking business rather than the body corporate and its members. But the description of the signage in Motion 21 prima facie benefits all lots (by assisting guests in every lot). The fact that some lots are currently not being let (which is arguably a separate issue) does not of itself seem to impact the inherent benefit of the signage for all lots. And a body corporate is not necessarily restrained from deciding to making an improvement to common property just because all owners might not immediately benefit from it.
[68] However, noting the history of this matter and previous decisions, there appear to be other questions about the validity of Motion 21:
[69] Given the circumstances, I am satisfied there are questions to consider about the validity of AGM Motion 21.
[70] Like Motion 21, Motion 22 sought to retrospectively authorise an improvement to common property that has already been installed. In this case, it was the installation of a solar panel system. The motion, listed as requiring an ordinary resolution, proposed authorising the payment for $89,883 to Origin Energy, and reimburse EBI for $4,740 for the deposit it paid to Origin Energy pursuant to an invoice in August 2023. The motion then sought to raise a special levy to fund the amounts, due in March and June 2026.
[71] The explanatory note for the motion said the solar panel system would reduce the electricity costs for all owners and reduce the communal energy by $9,000 to $17,000 annually. The original proposal from Origin Energy was included in the AGM notice.
[72] The applicants say the solar panels were installed on the common property roof in about December 2023.
[73] The applicants say Motion 22 is void for unreasonableness. They say that while EBI asserted the solar panels were installed to supply power to all lots, only one other owner is able to let their lot, so the solar panels cannot provide a benefit to other lots, and they have not seen a reduction in electricity bills for their lots. The applicants further say the committee does not have any control or oversight over the electricity for the scheme, because the electricity account for the solar was established in EBI's name and so the energy supplier has refused to deal with the committee. They also say EBI has not given the committee any information about the solar panel or their associated infrastructure and so it cannot meaningfully undertake any maintenance obligations regarding the utility infrastructure.
[74] EBI says the applicants' case is absurd. It says that because the applicants have elected not to use their lots and have made no attempt to access their lots for many years, and therefore are not making money from their lots, they allege it is unreasonable for the body corporate to make improvements to common property. It says this is sustainable and energy-efficient utility infrastructure that services all lots in the scheme.
[75] Again, the solar panels were the subject of previous meetings and disputes.[32]
[76] The applicants' argument that it is not reasonable for the body corporate to install the solar panel system because most minority owners are not currently letting their lots or benefiting from lower electricity charges is not immediately persuasive. If the electricity supply to all lots and common property is connected to the solar system, it would seem the improvement is inherently able to benefit the entire scheme and not just EBI. And in any event, it is not immediately clear why a body corporate could only decide to make an improvement to common property if all lots will benefit from the improvement.
[77] There could be a question about whether this is genuinely a body corporate improvement to common property, rather than an owner improvement to common property, if the body corporate (through its committee) has not been given basic information about the infrastructure and does not have control over the associated electricity account. But the applicants have not evidenced that they have sought any further information about the system from EBI or requested oversight of the account.
[78] As with Motion 22, there may be procedural questions about the validity of the resolution. Unless the major spending limit for the scheme has been changed to an amount above the expenditure, prima facie two quotes were required. Also, the expenditure was clearly above the ordinary resolution improvement range and so required a special resolution, but the motion was not listed as requiring a special resolution. And if the proposal is to ratify the work as an improvement to common property by the body corporate, there could be a question of whether the requirements for effective ratification were met.
[79] Accordingly, I am satisfied there are questions to consider about the validity of Motion 22.
[80] The wording of Motion 23 proposed that the body corporate resolve by special resolution to authorise the body corporate to enter into a lease with EBI to lease the common property housing a digital sign on for a period of 10 years commencing on 1 September 2023 for a rate of $1,200 per month. However, the AGM notice listed the motion as an ordinary resolution, and minutes recorded the motion passing by ordinary resolution.
[81] The applicants assert it is unreasonable to enter into the lease. They variously say:
[82] EBI says the purpose of Motion 23 was to regularise an existing use of common property. It says the applicants' submissions are nonsensical and the body corporate can authorise improvements to the common property and grant a lease over it. It says the objections to the lease are misconceived. It says, for example, that it would only remain in possession of the common property at the end of the term with consent of the body corporate, and the body corporate could only give that consent pursuant to section 174 of the Accommodation Module. It says $1,200 per month is ample consideration of the minimal electricity consumed by the sign, and it is liable for more than 75% of the body corporate's expenses relating to the sign. It says neither the applicants nor the committee have asked for any documents about planning approvals or required maintenance. It says the lease is consistent with the body corporate's administration of the common property for the benefit of lot owners. In regard to the lease terms, it says the obligation to make a reasonable decision does not rise to the body corporate having to make the most correct and preferable decision.
[84] The regulations allow for a body corporate to grant a lease over common property.[34] However, it can only grant a lease or licence for 10 years or less over part of the common property if authorised by special resolution.[35] Although Motion 23 referred to a special resolution, the AGM notice only listed it as an ordinary resolution.
[85] If that defect was addressed, I accept there may be a question to decide as to whether the terms in the lease were so commercially unfavourable to the body corporate as to render it an unreasonable decision, or that owners had so little information about the commercial basis for the lease that they could not reasonably decide to enter into the arrangement. But the applicants have provided little evidence in that regard.
[86] The lease may be invalid if it purported to authorise future improvements to common property without a specific resolution authorising those improvements,[36] or to allow the lease to extend beyond 10 years without a resolution without dissent.[37] It would arguably be beyond the power of the body corporate to enter into a lease with invalid provisions.
[87] However, I am not immediately persuaded that leasing part of common property to someone who then conducts business activities on that common property necessary amounts to the body corporate carrying on a business contrary to the Act.[38]
[88] I would also observe that the reasonableness of this resolution may be dependent on the validity of Motion 24 (which I will discuss below) where the lease apparently relates to the sign on common property which Motion 24 purports to approve. If the body corporate has validly approved the installation of the sign as a body corporate improvement to common property, and is responsible for the cost of installing the sign, power supply to it, and its maintenance, the commercial terms on which it might be reasonable for the body corporate to lease the sign to EBI may be very different from the circumstances if the sign was installed at the expense of EBI as an improvement to common property by an owner.
[89] I am satisfied there are questions to decide about the validity of Motion 23.
[90] Motion 24 then purported to authorise, by ordinary resolution, the installation of a new digital pylon sign on common property, in replacement and improvement of the old sign, as an improvement to common property that was already installed. The motion proposed reimbursement to EBI for its engagement of Lime Signs to install the sign at a cost of $228,789 pursuant to an invoice of 22 May 2022, and to raise a special levy for it.
[91] The applicants indicate that the sign - which they refer to as a large billboard sign to advertise nightly rates for letting at the scheme and paid advertising from third parties - was installed on common property in around June 2023.
[92] EBI says the new digital sign replaced an aged and dilapidated sign. It says the sign advertises the accommodation available at the scheme in circumstances where all lots can only be used for short-term accommodation. It says the argument that a body corporate decision to improve common property cannot be reasonable unless every owner receives a benefit from the improvement has no foundation in law. It says the fact that the applicants have elected not to use their lots does not make it unreasonable for the body corporate to continue to make improvements to common property.
[94] The applicants say the sign provides no commercial benefit to them, and only benefits EBI and one other lot, because their lots cannot be let out. They say the sign was installed by EBI without authority and the benefit of $1,200 a month to the body corporate is paltry.
[95] As with Motion 21, there could be a question of whether it was reasonable for the body corporate resolve to install signage and incur associated costs for signage if that signage primarily benefits the caretaking business rather than the body corporate and its members.
[96] Also, the resolution could be unreasonable if the commercial return to the body corporate from leasing the sign to the affected person will not recover all or even much of the significant cost of installation and ongoing power supply and maintenance.
[97] However, the grounds to the application do not clearly evidence these matters.
[98] But as with Motions 21 and 22, there are questions as to whether Motion 24 required two quotes for spending over the major spending limit, a special resolution for spending over the ordinary improvements range, and met the requirements for effective ratification of actions purportedly taken on behalf of the body corporate without authority at the time.
[99] In the circumstances, I am satisfied there is a question about the validity of Motion 24.
[100] Motion 25 resolved to immediately withdraw adjudication application 0869-2025.
[101] The applicants say this decision was unreasonable and constitutes a fraud on the minority. However, the grounds to the application do not expand on this contention. EBI notes there is nothing in the submissions that give rise to any legal issue about this resolution.
[102] The withdrawn application was lodged in August 2025. I understand it sought orders that EBI (named as the respondent in that application) had contravened the by-laws, and that the signage and solar panels were unauthorised improvements to common property that must be removed. I assume (although the application does not explain) that the decision to lodge 0869-2025 was made by the committee on behalf of the body corporate. At the time, the committee may have been empowered to make that decision. But, prima facie, the body corporate was entitled to overturn that decision or decide not to pursue the proceedings.
[103] Where the proceedings were brought against EBI, there may be a divergence between the interests of the body corporate and EBI, or between the minority owners and EBI. However, the applicants have not yet established that the body corporate is obliged to pursue proceedings against EBI on the matters raised in the withdrawn application. Similarly, the application does not evidence that other owners cannot pursue the issues in their own right.
[104] The applicants object to the failure of AGM Motions 3, 4, 5, 6, 7, 8, 11, and 17.1 to pass and seek final orders to deem them passed.
[105] Motion 3 proposed an administrative fund budget and levies, and Motion 4 proposed an interim administrative fund levy. Motion 5 proposed an insurance fund budget, and Motion 6 proposed an insurance fund interim levy. Motion 7 proposed a sinking fund budget, and Motion 8 proposed an interim sinking fund levy. Motion 11 sought to confirm the current insurance coverage and authorise the committee to approve the insurance renewal.
[106] The applicants note the legislation requires the body corporate to adopt administrative and sinking fund budgets each year, and the administrative fund budget must contain include estimates to cover the cost of insurance.[40] They note the obligation on the body corporate to fix contributions based on those budgets.[41] They note the regulations require each owner covered by required reinstatement insurance to pay a contribution levied by the body corporate.[42] The applicants note that the legislation requires the body corporate to insure the common property and body corporate assets for full replacement value.[43]
[107] The applicants say Motions 2 to 8 and 11 were proposed by the committee to comply with those requirements. They say EBI did not propose alternative motions or provide any reason for dissenting against each of the motions. They say EBI's vote on these motions evidences an intent to refuse proposals put forward by the committee. They argue it was unreasonable for the body corporate not to pass the motions.
[108] Where there is a statutory obligation to adopt budgets, set levies, and have insurance, it is concerning if the body corporate has not done so. But a body corporate has not necessarily made an unreasonable decision because the majority has not voted in favour of the particular proposals put forward by the committee. And voters are not required to give reasons for their vote or submit alternatives to motions they vote against. If the committee's proposals have not passed, it should be seeking to ascertain the reason for the opposition so that alternative proposals can be formulated, or objecting owners could submit motions for alternatives they would support. It does not appear either has yet occurred. At this stage the applicants have not substantiated that the body corporate must adopt budgets, set levies, or have insurance in the precise form of the motions submitted to the AGM, such that there would be a basis to deem those motions passed.
[109] As noted above, Motion 17.1 sought to increase the relevant limit for committee spending. It did not pass, and the affected person's alternative motion passed. The applicants argue the body corporate is unable to function independently of the affected person under Motion 17.2. As discussed above, that is not clearly substantiated at this stage.
[110] The applicants also object to the failure of Motion 18 and seek a final order to deem it passed. Although the application refers to this as a committee motion, the AGM notice says it was submitted by the applicants. Motion 18 proposed reimbursing the first applicant for the amount of $43,330.73 incurred in seeking legal advice on behalf of the body corporate.
[111] The explanatory note for the motion said the first applicant expended this amount on behalf of the body corporate since 1 October 2024. It said the expenditure became necessary to protect and raise awareness of the body corporate's legal rights and arose from the majority owner capping committee legal costs. The AGM notice included 16 tax invoices addressed to the applicants from Mahoneys, dated from November 2024 to August 2025, for 'professional fees'. The invoices either refer to the scheme and 'body corporate dispute' or the affected person and 'by-law contraventions' or 'management rights issues'. A schedule then lists each invoice number and brief details of the subject matter of the advice.
[112] The applicants say the motion sought to reimburse them for legal expenses incurred about adjudication applications dealing with issues with EBI, advice about body corporate issues including rights to access parts of scheme land for maintenance, and advice about matters regarding EBI's conduct. The applicants say Motion 18 is only necessary because of the reduced committee spending limit and appear to assert it was unreasonable not to pass it.
[113] This is not the first time the applicants have sought reimbursement of their legal expenses. They did so by Motion 21 at the AGM on 14 December 2023. When they challenged the failure of that motion,[44] the adjudicator was not satisfied the applicants had established that it was unreasonable not to pass the motion. But at the AGM on 20 December 2024 the body corporate resolved (Motion 27) to reimburse the first applicant for certain legal costs.
[114] As this stage the applicants have not explained any of the circumstances by which the claimed amounts were incurred to substantiate that it would be unreasonable for the body corporate not to take responsibility for this expenditure. Although the applicants may have engaged Mahoneys to obtain legal advice on matters of interest to the body corporate and other owners, they have not yet evidenced that the advice was obtained by or for the body corporate rather than by the applicants on their own account. I note the Mahoneys invoices are all addressed to the applicants rather than to the body corporate.
[115] Usually a body corporate must pass appropriate resolutions if it wishes to engage solicitors and incur the relevant expenditure. If the body corporate or its committee had passed valid resolutions authorising the engagement of solicitors to represent the body corporate or provide advice to the body corporate, and the first applicant then paid the invoices for that expenditure, it may be unreasonable for the body corporate to refuse reimbursement.
[116] However, if the applicants purported to engage solicitors and incur associated expenditure on behalf of the body corporate but without an appropriate committee or general meeting resolution authorising that, they have not evidenced attempts to ratify those actions. Moreover, the applicants have not yet evidenced that the body corporate was required to engage solicitors or incur the expenditure in the circumstances such that it could not reasonably refuse to ratify the engagement or the expenditure. And if the applicants simply chose to obtain legal advice on their own account, they have not established why the body corporate should be required to reimburse them.
[117] Given the lack of information about any purported authority to engage the solicitors or incur the associated expenditure, at this stage the applicants have not established a prima face case that it was unreasonable for the body corporate not to pass Motion 18.
[118] The applicants seek interim orders to prevent the body corporate implementing AGM Motions 17.2, 19, 20, 21, 22, 23, 24 and 25.
[119] The applicants say EBI has taken steps to enforce the AGM resolutions by circumventing the committee and providing instructions to the BCM. They say the circumstances are urgent, and there will be prejudice to the applicants if interim orders are not made, because:
[120] The applicants assert that any prejudice to the respondent from delaying the disputed motions is trivial as the motions are not urgent.
[121] EBI says the balance of convenience does not favour any interim order. It says the delay in making the application means the resolutions have already been implemented and, moreover, the applicants have not demonstrated any serious or irreparable harm they could suffer if an interim order was not made. It notes the resolutions were passed almost 3 months before the application was made and there were no attempts to internally resolve. It says the committee mistakenly believes it could elect to ignore any general meeting decision and that the BCM could do nothing unless specifically instructed by the committee.
[122] Although this application was brought almost 3 months after the AGM, if the resolutions have not yet been fully implemented, I am satisfied there could be utility in interim orders. A committee must put into effect the lawful decisions of the body corporate.[45] In the absence of an interim order restraining the implementation of a resolution or a final order invalidating it, the committee arguably has no authority to fail to act on a general meeting resolution.
[123] In regard to Motions 17.2 and 19, EBI says it is willing to support any reasonable or necessary expenditure that exceeds the committee spending limit but the committee does not involve EBI in consideration of any matters. It says the committee does not hold meetings that EBI would be entitled to attend and does not give it notice of any motions being considered at it is entitled to receive as a non-voting committee member and an owner. It says the committee makes decisions in secrecy.
[124] I consider the applicants have not identified any urgent or prejudicial consequences of the body corporate implementing the motions that curtail the committee's decision-making powers pending a final order. In any event, the applicants have not yet substantiated substantive issues to be decided in regard to those motions.
[125] In regard Motions 21, 22 or 24, EBI says the payments to it and Origin Energy authorised by those resolutions have been made. As yet, I have been given no evidence of that. It seems contribution notices for the relevant special levies have issued by the BCM, but I am unclear if they have been paid by all owners. EBI says the applicants have not asked for interim orders not to be treated as owing a body corporate debt in relation to the levies and if they refuse to pay the levies, they will bear the consequences. It says any harm in paying the levies is not serious or irreparable.
[126] Where I am satisfied there are genuine questions to be answered about the validity of those resolutions, I am satisfied the body corporate and owners would be prejudiced by their implementation. If owners paid special levies in reliance on Motions 21, 22 and 24, those amounts could be refunded if the motions were invalidated, but they may be unfinancial because of the debt if they do not. However, if the payments to Origin Energy and EBI contemplated in those motions have not yet been made, it may be a more difficult proposition for the body corporate to recover those funds if that then occurred and the motions were invalidated. Moreover, where the relevant improvements were made some years ago, there is no indication of any urgency to implement the motions.
[127] If these motions have already been fully implemented, that cannot be undone or reversed by an interim order. But if any element of the resolutions has not yet been implemented, I consider it appropriate that the body corporate does not take any further steps to implement the resolutions or to rely on them pending a final order.
[128] I have no evidence that the body corporate has executed the lease agreement with the affected person pursuant to Motion 23. EBI says it has not asked the BCM to execute the lease, although it says it is enjoying the benefit of the lease and is ready and willing to meet its obligations under the lease. It says it is for the committee to execute the lease, but the committee members apparently will not do so. So, it says that is the status quo and an interim order will not further preserve the status quo. EBI also argues that if the interim order is made, the applicants will file a new application seeking declarations about EBI's use of this small part of common property and refusing the interim will allow a determination over whether the use is properly authorised or not and avoids widening the litigation. It says if Motion 23 is invalidated, the lease could not be of any continuing effect as EBI would have no protection under section 310 of the Act.
[129] Although the committee may not currently intend to execute the lease, it would have a statutory obligation to do so unless and until the AGM resolution is invalidated. If it did execute the lease, in the absence of an interim order, there may be legal difficulties for the body corporate to extract itself from the agreement if the resolution was then invalidated. Again, I am satisfied there are questions about the validity of that resolution. And as the start date for the lease is September 2023, there is no apparent urgency to implement or otherwise rely on the resolution.
[130] With Motion 20, EBI says the motion has been implemented because the BCM has asked Mahoneys for the advice and correspondence. EBI the applicants will not suffer harm in the body corporate waiving privilege. It says Mahoneys have presumably been acting for both the applicants and the body corporate on separate matters and Motion 20 does not and could not require Mahoney's to produce files it has for it acting for the applicants.
[131] It appears that files have not yet been provided by Mahoneys to the body corporate, even if asked to. In that circumstance, I am satisfied there is utility in an interim order. And where there is a live question about what material the body corporate is seeking, who responsible for that material, and whether the body corporate should waive privilege in it, I consider that the balance of convenience favours an interim order that the body corporate not implement or rely on the motion. That will have the consequence that the body corporate cannot insist that Mahoneys provide the files until the substantive dispute is resolved.
[132] Motion 25 has clearly been implemented, and the withdrawal of that application cannot be undone. In any event, the applicants have not yet established any grounds that would warrant the invalidation of that motion.
[133] It is evident there is significant conflict at this scheme. It would be concerning if individual owners are being prevented from accessing or leasing their lots, or if owners and non-voting committee members are being excluded from committee decision-making, or if general meetings have not been called in accordance with valid requisition notices, or if the body corporate is being prevented from meeting its statutory obligations. But those are not the matters at issue in regard to the orders sought in this application. Rather, the current application essentially challenges the exercise of the voting power by the affected person.
[134] Prima facie, EBI is entitled to vote at a general meeting in accordance with their preferences and interests. A body corporate decision will not be unreasonable or amount to a fraud on the minority simply because it is in the interests of a majority owner, or the minority disagree with it, or because more matters are reserved for decision at a general meeting. An applicant must substantiate that the decision was not one that a reasonable body corporate could make or is otherwise unlawful.
[135] At this stage, most of the application grounds are not persuasive. However, for the reasons outlined I am satisfied there are some questions regarding AGM Motions 20, 21, 22, 23 and 24 which may require some further investigation and consideration. In the circumstances, I have made interim orders that the body corporate not take any further steps to implement or rely on those resolutions pending a final order. Although there is only limited potential adverse impact on the applicants from the implementation of these motions, there also appears to be no real adverse consequence to the body corporate or EBI from pausing the implementation of the resolutions.
[136] The application for final orders remains. I will refer the application back to the Commissioner to progress under the Act.
[137] In the first instance, the applicants may wish to review the basis for the application, having regard to the matters outlined in these reasons. If the application proceeds, I anticipate the Commissioner will seek submissions from the committee, affected person, and all owners about the final orders before referring the application for final determination.
[1] Sections 227, 228, 276 and schedule 5 of the Act
[10] For example, the requirement to pursue proceedings to recover a debt under section 156(2) of the Accommodation Module
[11] Section 162 of the Accommodation Module
[12] See the definition in schedule 1 of the Accommodation Module
[13] Section 162(1)(b) of the Accommodation Module
[14] The Wellington Boutique Apartments [2024] QBCCMCmr 423
[15] One Park Road [2005] QBCCMCmr 21
[16] Dindas & Anor v Body Corporate for One Park Road CTS 2114 & Ors [2006] QDC 302, para 42
[18] Section 44 of the Accommodation Module
[19] Section 44(1)(c) of the Accommodation Module
[20] Gympie Pines Fairway Villas [2021] QBCCMCmr 528
[21] Adjudication applications 1318-2022 and 0343-2023
[22] The Wellington Boutique Apartments [2023] QBCCMCmr 443
[23] The Wellington Boutique Apartments [2023] QBCCMCmr 354
[24] The Wellington Boutique Apartments [2025] QBCCMCmr 105, para 39
[25] See the definition of 'relevant limit for major spending' in schedule 1 of the Accommodation Module
[26] Section 163 of the Accommodation Module
[28] Section 176 of the Accommodation Module
[30] Noting Body Corporate for Oceana on Broadbeach CTS 24163 v 21 Broadbeach Blvd Pty Ltd [2025] QSC 68, particularly paras 10-16
[31] Noting Carroll and Ors v Body Corporate for Palm Springs Residences CTS 29467 [2013] QCATA 21, paras 30-31 and Warren v Body Corporate for Buon Vista CTS 14325 (No 2) [2006] QCA 398, paras 29-38
[32] Adjudication applications 1318-2022 and 0869-2025
[33] The Wellington Boutique Apartments [2023] QBCCMCmr 443
[34] Section 174 of the Accommodation Module
[35] Section 174(2)(b)(ii) of the Accommodation Module
[36] Noting that the body corporate cannot delegate its decision-making power (section 97 of the Act) and the body corporate cannot contract out of the provisions of the Act (section 312 of the Act)
[37] Section 174(2)(a)(iii) of the Accommodation Module
[39] Adjudication application 1318-2022, The Wellington Boutique Apartments [2023] QBCCMCmr 443
[40] Section 150 of the Accommodation Module
[41] Section 152 of the Accommodation Module
[42] Section 191 of the Accommodation Module
[43] Section 187 of the Accommodation Module
[44] Adjudication application 0272-2024