Soilbuild Sues Brookfield Over Alleged Broken Joint Venture in $419M Singapore Deal

Inside the Soilbuild-Brookfield Legal Battle

Soilbuild Group and its executive chairman Lim Chap Huat have filed a lawsuit in Singapore’s High Court against Brookfield Asset Management, alleging the global asset manager reneged on a joint venture and then used Soilbuild’s proprietary work to buy three industrial properties from Mapletree Industrial Trust for S$535.3 million (US$419 million). Soilbuild claims Brookfield approached it in December 2024 seeking a local partner for what would become Brookfield’s first direct Singapore property acquisition. The two sides drafted a memorandum of understanding but never signed it.

Despite the missing signature, Soilbuild says the companies acted as if the terms were binding: Brookfield directed Soilbuild to carry out extensive technical assessments and other due diligence at its request over several months. Then, in May 2025, Brookfield suddenly told Soilbuild it would bid alone. Two days later, Mapletree announced the sale to Brookfield. The lawsuit alleges Brookfield used Soilbuild’s findings and local expertise to succeed in its bid and has refused to reimburse Soilbuild for fees paid to third-party vendors.

“We consider these claims to be completely without merit and will be defending the proceedings vigorously,” a Brookfield spokesperson said. The dispute underscores a key feature of Singapore law: a contract can be formed through the parties’ conduct even without a signed document. Soilbuild is seeking unspecified damages and recovery of its costs, and the case now threatens to overshadow Brookfield’s entry into the city-state’s property market.

Why Singapore’s Contract-by-Conduct Rules Matter Here

Singapore’s contract-by-conduct doctrine and Soilbuild’s claim

Under Singapore law, a binding agreement can arise from how parties act, even if no document is signed. A court may find a contract existed if both sides consistently behaved as if one were in place—exchanging drafts, conducting joint due diligence, sharing confidential information. Soilbuild argues that the draft memorandum, combined with Brookfield’s instructions to perform specific technical assessments, created a binding joint venture. Legal experts note that email trails, meeting minutes and the depth of collaboration will be critical evidence. The fact that an MOU was prepared and that Brookfield directed the due diligence tends to support the argument that the parties had moved beyond preliminary talks.

What this means for Brookfield’s Singapore expansion

Brookfield’s purchase of the Mapletree properties marks its first direct property deal in Singapore. A protracted lawsuit could distract management and, if Brookfield loses, impose significant damages. More damaging may be the reputational fallout: the allegation that it “used” a local partner’s groundwork and then cut them out could chill future partnerships. Singapore’s real estate and investor community is close-knit, and trust is essential. Local developers may now demand much firmer written commitments before sharing sensitive information with international newcomers.

Broader implications for real estate joint ventures

The case highlights a classic tension: international investors need on-the-ground expertise but want flexibility; local players want deal flow but risk uncompensated work. When no signed pact exists, the line between exploratory talks and a binding partnership blurs. This lawsuit could push firms to adopt stricter protocols—signed term sheets that explicitly state non-binding status until final agreement, upfront fee-sharing for due diligence costs, and documented exits for either party. Until then, similar disputes are likely as global capital continues to flow into Asian property through informal alliances.

What International and Local Partners Should Do Differently

For international asset managers entering new markets:

• Before accepting detailed due diligence from a local partner, sign a formal MOU that explicitly states whether the arrangement is binding or non-binding, and define conditions for reimbursement if the deal collapses.
• If you intend to reserve the right to bid alone, make that clear at the outset and document it — otherwise, Singapore courts may deem your conduct consistent with a joint venture.

For local developers and real estate firms:

• Do not assume a handshake or draft document will protect your interests. Push for a signed, legally enforceable agreement before committing resources to due diligence or sharing proprietary information.
• Track and invoice all third-party costs, and ensure there is a clear understanding of who bears those costs if the deal fails or gets restructured.
• Assess whether the partner’s behavior already implies a binding commitment under Singapore law; if so, document every instruction and piece of shared data to support a potential claim.