Brookfield denies allegations that it cut Soilbuild out of JV deal

[SINGAPORE] Brookfield Asset Management is fighting allegations that it breached an agreement with Lim Chap Huat’s Soilbuild Group, after the Singapore billionaire accused the US investment giant of usurping a real estate deal they were allegedly meant to pursue as a joint venture (JV).

Soilbuild also alleges that confidential information and know-how that it provided was wrongfully used by Brookfield in pursuing the acquisition on its own.

The dispute relates to Brookfield’s 2025 acquisition of three Singapore properties from Mapletree Industrial Trust for S$535.3 million.

Brookfield, its Singapore arm and a Brookfield-controlled entity are defendants in the lawsuit filed with Singapore’s High Court, while Soilbuild’s executive chairman Lim Chap Huat, Soilbuild and a Soilbuild unit are claimants.

Lim and Soilbuild had alleged in an action filed on Aug 3 that Brookfield agreed to pursue the acquisition through a JV, and that the two sides worked together for several months on the proposed deal. They claim that Brookfield pulled out of the tie-up two days before Mapletree announced the sale of the properties to the US asset manager.

They are seeking unspecified damages over Brookfield’s alleged breach of an agreement to pursue the JV, as well as the alleged unauthorised use of Soilbuild’s proprietary commercial information, among other claims.

According to court documents seen by The Business Times, Brookfield denies that the parties had entered into a JV, and said the opportunity to acquire the properties from Mapletree originated from Brookfield.

In its defence dated Aug 31, Brookfield said it began talks with Mapletree around November 2024 to acquire commercial and industrial properties in Singapore.

Brookfield Singapore signed a non-disclosure agreement with CBRE, Mapletree’s exclusive sell-side broker, on Nov 5, 2024, before submitting a non-binding letter of intent in its own name on Dec 5 that same year offering between S$480 million and S$500 million for an initial portfolio of properties, according to the filing.

The initial portfolio comprised 18 Tai Seng, The Synergy and Woodlands Central. On Dec 12, Brookfield received documents from CBRE which included various financial models and projections with detailed information on leases and costs associated with the assets.

Brookfield said around that time it decided to explore the possibility of acquiring the properties with a suitable local JV partner in Singapore.

“To that end, Brookfield identified and established contact with multiple potential partners, including Soilbuild. On Dec 18, 2024, Brookfield was introduced over email to the Soilbuild team,” said the asset manager.

Brookfield Singapore and Soilbuild subsequently entered into a confidentiality agreement on Dec 30 to consider a potential transaction involving the initial portfolio.

Under the agreement, neither party had “any legally binding obligations to negotiate or consummate the transaction”, and either party could “notify the other party in writing at any time to terminate discussions relating to the transaction”, said Brookfield.

The portfolio was subsequently revised to replace 18 Tai Seng with The Strategy. Brookfield said CBRE had asked it on Dec 6 to consider the possibility of acquiring The Strategy.

In its statement of claim, dated Jul 30, Soilbuild alleged that it had recommended replacing 18 Tai Seng with The Strategy, as combining The Strategy and The Synergy – both located in International Business Park – would give the proposed JV greater marketing and pricing control within the business park.

Soilbuild further alleged that Brookfield had “acknowledged and admitted in written correspondence that this change in bid strategy was suggested by Soilbuild”.

According to the defence, Brookfield said its Singapore arm on Jan 15, 2025 signed a non-disclosure and restricted use agreement with Mapletree relating to information on The Strategy. The following day, Brookfield Singapore and Soilbuild entered into another confidentiality agreement to consider a transaction involving the revised portfolio.

Brookfield said the agreement similarly provided that neither party had “any legally binding obligations to negotiate or consummate the transaction”, and either party could “notify the other party in writing at any time to terminate discussions relating to the transaction”.

Brookfield Singapore submitted another non-binding letter of intent to Mapletree on Jan 24, offering S$525 million for the revised portfolio. It later submitted a third non-binding letter, raising its offer to S$535.3 million, which was executed by Mapletree, according to the defence.

“At all material times, the opportunity to acquire assets owned by Mapletree originated from Brookfield and Brookfield had acted in its own name in putting the bids for the assets,” said Brookfield.

It added: “No agreement in relation to any JV was ever entered into between the parties. There are also no legally binding agreements or arrangements between the defendants and the claimants … in relation to any JV, and accordingly there is no breach of any such duties or obligations by the defendants.”

Parties’ negotiations over MOU

On Feb 3, 2025, a Brookfield representative informed a Soilbuild director that Brookfield was preparing a first draft of a memorandum of understanding (MOU) for the proposed JV, according to the defence. The first draft was sent to Soilbuild the following day, and several drafts were exchanged in the next few weeks.

Soilbuild alleged in its statement of claim that the parties had agreed on terms and proceeded to draft definitive transaction documents. Many of the drafts, it said, contained “multiple references to an agreement in the form of the MOU and/or an agreed MOU”.

Brookfield denied that the parties ultimately agreed on or entered into the MOU. It added that even if the MOU had been agreed, it would only have served as a non-binding basis for some, but not all, of the terms of the contemplated JV agreement.

Brookfield also said the fifth draft of the MOU was unsigned, had never been agreed to or executed, and was marked “Subject to Contract” on every page.

Soilbuild, however, had alleged that around Mar 4, when the MOU was “substantially in an agreed form”, a Brookfield representative told a Soilbuild director that the MOU did not need to be signed, but that the parties could proceed to prepare the definitive transaction documents.

In its defence, Brookfield denied this allegation and said there were “substantive terms to be agreed”, including the structure of the contemplated JV, at that point.

Alleged use of confidential information

Soilbuild had further alleged that Brookfield used or built on documentation, technical information, financial models, expertise, track record, know-how, confidential information and business plans supplied by Soilbuild to carry out the acquisition on its own.

It claimed that Brookfield could not have completed the acquisition without Soilbuild’s involvement. Brookfield denied this.

In response to Soilbuild’s allegation that Brookfield had used or built on information supplied by Soilbuild, Brookfield described it as “vague, generic and unparticularised”.

Brookfield also denied that it gained any benefit from the “unauthorised use and/or disclosure” of Soilbuild’s alleged confidential information.

In response to queries from BT, a Brookfield spokeswoman said: “We consider these claims to be completely without merit and will be defending the proceedings vigorously.”

Soilbuild said: “We continue to maintain the strength of our claims and look forward to the trial of the matter where full details of the significant extent of the work undertaken by us can be presented and Brookfield’s conduct in their dealings with us can also be ventilated.”