For many businesses, their trust deed, company register and other governing documents were prepared years ago and have spent much of the time since then sitting in a filing cabinet, inbox or accountant’s file.

That is, until someone asks for them.

Under Australia’s expanded anti-money laundering and counter-terrorism financing (AML/CTF) regime, from 1 July 2026, lawyers, accountants, real estate professionals and other regulated businesses that provide certain services must establish who owns, controls and acts for an entity or trust.

In practice, that means incomplete or inconsistent governing documents can hold up a transaction when timing matters most.

Common problems we see

Older business and trust structures can present a range of issues, including:

• the original trust deed has been lost and only an unsigned or incomplete copy can be located;
• historical deeds of variation, change of trustee or change of appointor are missing, unsigned or incorrectly drafted;
• the trust deed says one thing, but the parties have been operating on a different understanding;
• company records maintained internally do not correspond with the information recorded by ASIC;
• historical changes to directors, shareholders or shareholdings have not been properly documented or lodged;
• documents have been signed incorrectly or corporate resolutions cannot be located; or
• a bank, accountant, lawyer or other institution is asking questions about the structure which cannot readily be answered from the documents available.

These problems may have existed unnoticed for years. They tend to emerge at the least convenient time, such as when financing is required, a property or business asset is being acquired or sold, a business transaction is underway or another organisation needs to complete its customer due diligence.

Check before somebody else does

If your business operates through a company or trust, it is worth checking your records and asking the following questions:

For Trusts:-

• Do we have the original signed trust deed?
• Do we have every subsequent variation and change of trustee or appointor?
• Do the documents actually reflect the people currently controlling the trust?

Companies:-

• Do our internal company records match the ASIC register?
• Are the correct directors and shareholders recorded?
• Do the issued shares and share classes match the company’s records?
• Can we locate the documents supporting historical changes?

And more generally:-

• Could we clearly explain our current ownership and control structure if our bank, solicitor or accountant asked tomorrow?
• Do we know where the original documents are kept?

Finding a problem does not mean it cannot be fixed

Lost documents, historical inconsistencies and incorrect corporate records are not uncommon. But the longer they remain unresolved, the more difficult they can be to address, particularly when there is an urgent transaction waiting in the background.

If you have discovered that your trust deed is missing, your corporate records do not line up or you have been asked by a bank or professional adviser to produce documents that you cannot locate, O’Sullivan Sneddon Law can review the history of your structure, identify the issue and advise on the appropriate steps to put your records back in order.

The best time to deal with an historical problem is usually before it becomes someone else’s due diligence problem.

You shouldn’t need to rely on WeChat messages to help piece together a claim for almost $1 million in a property dispute. But in Ou v Wang [2026] QSC 168, the messages were a key part of the evidentiary puzzle in the dispute involving a St Lucia property, a Deed of Gift, and communications conducted largely over WeChat.

The seller said the arrangement was a property sale for $1.5 million. The transaction, however, was documented as a Deed of Gift and the property was transferred before the full purchase price was paid. The seller received about $600,000 from the buyer and her parents. When he later sought payment of the balance, the buyer argued that the property had been gifted, not sold, and that the amounts paid were loan monies, not part payment of the purchase price.

The Court considered whether the WeChat messages and surrounding conduct gave rise to a binding contract for the sale of the property. It found they did not. Important matters were left unresolved, including aspects of the payment arrangements and the fact that the property was transferred to a company rather than to the buyer personally.

That was not the end of the matter. The Court then looked closely at the WeChat messages, the assurances given, the payments made and the parties’ conduct after the transfer. It found that the seller had relied on assurances that he would be paid the $1.5 million purchase price, even though the documents described the transfer as a gift.

The Court:

• awarded the seller equitable compensation of $900,346 plus interest; and
• found that the purported gift was a sham arrangement intended to conceal the real transaction and reduce the stamp duty payable.

WeChat messages may be useful evidence, but they are not a substitute for a properly drafted contract, clear payment terms and settlement mechanics that protect the parties before title changes hands.

Although courts may look beyond the label on a document, there is real risk and cost associated with trying to structure a transaction in a way that does not reflect the actual intended agreement. This is especially important in related-party arrangements, family transactions and deals between people who know each other, where parties may be tempted to rely on trust, informal messages or documents that do not tell the whole story.

Whether you are buying, selling, transferring property between family members or related parties, or agreeing to payment arrangements outside a standard settlement, reach out to a member of our experienced property team before entering into an agreement or allowing a property to change hands.

Australian business leaders face constant pressure to move faster and cut costs. Generative artificial intelligence (AI) tools seem like the perfect solution, offering instant document drafting and quick analysis.

However, relying on AI for complex commercial transactions is a high-stakes gamble. While AI is excellent for routine administrative tasks, using it without human oversight introduces major liabilities for businesses.

The Danger of AI-Generated Legal Summaries

A rising trend amongst businesses is the uploading of formal legal advice from solicitors into AI tools to get a “quick summary” in an effort to rapidly progress transactions or negotiations.

Although the temptation is understandable the practice is risky. Formal legal advice is carefully drafted, with every word chosen to reflect specific risks. When AI compresses this advice, it routinely strips away crucial qualifications, conditions, and liability limits. Relying on these simplified, automated summaries means businesses are making critical decisions based on incomplete information, which can expose decisions makers such as directors to claims of breaching their duty of care and diligence.

The Trap of Self-Representation and AI Contract Reviews

Many businesses are now attempting to negotiate commercial leases, share sales, and corporate deeds without legal representation, relying instead on AI to review the contracts.

This approach is based on a fundamental misunderstanding of legal risk. AI is trained to analyse the words on the page, but it cannot identify what is missing or draw on recent experience of similar matters. An experienced solicitor calls on their lived in experience to look for hidden liabilities, poorly worded clauses or missing provisions that have been left out to your disadvantage.

The Missing Ingredients: Context, Strategy, and Expertise

Legal practice is more than assembling documents and requires strategic thinking and commercial context. AI tools do not understand your business’s risk appetite, your relationship with the other party, or your long-term goals.

An experienced solicitor knows how to use your commercial leverage to secure better terms, when to compromise, and how to draft bespoke clauses that protect you and minimise your exposure. AI cannot negotiate, read the room, or formulate a tailored strategy to protect your directors from personal liability.

Protect Your Business

There is no substitute for the strategic foresight, deep context, and personal accountability of a qualified legal professional. Do not leave important business decisions to an algorithm. Contact the experienced team at O’Sullivan Sneddon Law today at to secure tailored legal advice, comprehensive contract reviews, and robust risk management strategies designed to safeguard your commercial success.

Businesses enter into contracts with no defined end date all the time.  Usually, that is because nobody is thinking about the end of the relationship when the agreement is signed. At the beginning of a new commercial arrangement, the focus is on opportunities, growth and getting the deal done. Questions about how either party might eventually exit tend to receive far less attention.  The issue only becomes important years later when circumstances change and one party wants out.

At that point, a common assumption often emerges: if the contract does not say how it can be terminated, surely the law allows a party to bring it to an end by giving reasonable notice.

A recent Queensland Court of Appeal decision suggests businesses should be cautious about relying on that assumption.

The dispute

In Impact Healthcare Pty Ltd v St Vincent’s Private Hospitals Ltd [2026] QCA 21, the Court considered an agreement entered into in 2000 under which Impact Healthcare agreed to manage and operate an emergency centre at a newly constructed private hospital.  Significantly, the agreement contained no fixed end date.

Almost twenty years later, St Vincent’s Private Hospitals acquired the agreement and sought to terminate it. Its position was that the Court should imply a term allowing either party to terminate the agreement on reasonable notice. Impact Healthcare disagreed and argued that no such right existed.

The dispute ultimately reached the Queensland Court of Appeal.

The argument that nearly succeeded

What makes the decision particularly interesting is that St Vincent’s succeeded at first instance.  The trial judge found that a right to terminate on reasonable notice could be implied. The reasoning was that commercial contracts of indefinite duration should not leave parties trapped indefinitely and that such a term was necessary to make the agreement work commercially.

That is a view many commercial people would instinctively understand.  If a contract has no expiry date and no apparent means of exit, it is easy to see why one might think a termination right should exist.  The Court of Appeal, however, took a different view.

What the Court of Appeal decided

The Court rejected the argument that there is a general rule applying to all commercial contracts of indefinite duration. According to the Court, the category is simply too broad.

Commercial contracts come in many different forms and serve many different purposes. An open-ended management agreement is different from a franchise agreement. A franchise agreement is different from a supply agreement. A supply agreement is different from a joint venture. Because the category is so diverse, the Court could not identify a characteristic common to every indefinite commercial contract that would justify automatically implying a right of termination.

The Court also focused on the actual terms of the agreement before it. Importantly, the parties had already addressed termination. The contract contained specific provisions identifying circumstances in which the agreement could be brought to an end. The parties had therefore turned their minds to the question of termination and made deliberate choices about when termination would be permitted.

That was an important consideration.  The Court found that implying a broader right to terminate would not be filling a gap in the contract. It would effectively alter the bargain the parties had agreed to.

The BP Refinery analysis

The decision is also a useful reminder of the limits of implied terms generally. Courts do not imply terms merely because they appear fair, reasonable or commercially attractive in hindsight.

The question is whether the proposed term satisfies the established principles for implication, often referred to as the BP Refinery criteria.  In this case, the Court found that the proposed right to terminate on reasonable notice failed for several reasons:

• it was not necessary to give the contract business efficacy;
• it was not so obvious that it went without saying; and
• it was inconsistent with the express termination provisions already included in the agreement.

In short, the proposed term did not complete the contract. It contradicted it.

Why the decision matters

The significance of the decision extends well beyond the healthcare sector.

Many businesses have long-standing agreements that have continued for years without review. Some have no fixed term. Others contain very limited termination rights that seemed acceptable when the relationship began but now feel restrictive. This decision is a reminder that a court may not provide an exit simply because one party has decided the arrangement no longer suits its commercial interests.

Courts generally enforce contracts according to the terms the parties agreed upon. They do not rewrite agreements because one side later wishes it had negotiated something different.  That principle becomes particularly important where the parties have already addressed a topic in the contract. If a contract contains carefully drafted termination provisions, a court is likely to treat those provisions as a deliberate allocation of risk rather than a gap requiring judicial intervention.

Practical lessons for businesses

There are several practical takeaways from the decision.

First, termination clauses deserve more attention than they often receive during negotiations. They may appear routine at the outset, but they frequently become some of the most important provisions in the agreement when a relationship breaks down.

Secondly, businesses should not assume that an implied term will rescue them from an unfavourable bargain. The threshold for implying terms remains high, and this decision demonstrates that courts will not readily intervene where the parties have already dealt with the relevant issue themselves.

Finally, it is worth reviewing existing long-term and open-ended agreements. A careful review may reveal that the business has fewer options than expected if it wishes to exit the arrangement. Equally, it may reveal that the business enjoys stronger contractual protections than it had appreciated.

If you have an open-ended contract and are unsure where you stand, get in touch with the team at O’Sullivan Sneddon Law. We are always happy to have a chat.