A partner in a Four Seasons Bahamas project is alleging that he was sidelined by South Florida luxury developer Two Roads Development, as the firm continued to benefit from the work he put into the high-end condo complex.
Roger Stein, a Delray Beach resident and attorney who has established professional relationships in the Bahamas during his real estate career, claims that West Palm Beach-based Two Roads circumvented him from the development of the $350 million Ocean Club, Four Seasons Residences, Bahamas on Paradise Island, after he brought the firm onboard and introduced it to key architects, marketing staff and other professionals, and shared his proprietary information on the project.
On Monday, New York-based Soho Development sued Two Roads in New York Supreme Court for breach of their confidentiality and non-disclosure contract, which included a non-circumvention provision. Soho claims $35 million in damages, according to its attorneys.
“Soho seeks to hold Two Roads accountable for its betrayal of the trust he [Stein] placed in them,” William Brewer III, attorney for Soho, said in a statement. “No one should be able to circumvent binding agreements and profit without consequence.”
In January, Access Real Estate, an arm of billionaire Len Blavatnik’s Access Industries, and Two Roads announced the planned Ocean Club, Four Seasons Residences, consisting of 67 units in three six-story buildings and a nine-story building. It’s rising on a 6-acre site near Access’ existing Ocean Club, Four Seasons Resort Bahamas. Construction is underway and completion is expected in 2027 or 2028, according to media reports and news releases.
In a statement, Two Roads denied the allegations in the suit, calling it “without merit” and adding it “represents nothing more than a transparent money grab.”
“Two Roads Development has acted with integrity throughout the course of its involvement in The Bahamas project,” a company spokesperson said in the statement. “We intend to aggressively defend ourselves against these baseless allegations and will pursue all available legal remedies against Soho Development and Roger Stein, including claims for any damages their actions may have caused.”
A spokesperson for Access, which isn’t a defendant in the complaint, said the firm was just made aware of the lawsuit and “will review and respond, as appropriate.”
Soho claims that in 2017 Access tapped Stein to start exploratory planning and marketing on the condo complex, and in 2021 selected him to lead the project as developer and general partner, largely due to his experience and professional connections in the Bahamas, according to the complaint. Stein’s experience in the island country includes leading development of the $1 billion New South Ocean Resort/South Ocean with a hotel and condo component, a casino and a Greg Norman signature golf course in Nassau, according to media reports.
After Soho brought on Two Roads –– led by Reid Boren and Taylor Collins –– as a co-developer and they signed their confidentiality and non-disclosure agreement in 2021, Soho introduced Two Roads to Access. Soho also shared confidential and proprietary information, including budget forecasts and other financials, renderings, proposals from interior design firms, reports and surveys, the complaint states. Soho introduced Two Roads to professionals it had already secured for the project, including architecture firm 10SB.
The problem? In 2021, Access, a project equity investor, wanted Soho and Two Roads to sign a joint venture agreement with Access. The document included a strict non-compete provision that prevented both developers from working on other Bahamas real estate projects, which Access insisted on, the complaint says.
This imposed a “disproportionate burden” on Soho, due to its knowledge and relationships in the island country, and led to its exclusion from the project, with Access and Two Roads beginning to work directly with each other, according to the suit.
“It was at this time that Soho’s goodwill towards Two Roads backfired: the value of their introductions, predevelopment work, and hard-won local relationships was leveraged by Two Roads’s lack thereof to negotiate exclusive terms with Access behind Soho’s back, leaving Soho with no leverage and no compensation for its years of effort,” according to the complaint.
Several attempts to resolve the issue failed. Two Roads’ Collins said he would “press Access to find a solution” for Soho to receive the “‘same economics’” in the Four Seasons Residences, but Two Roads then went silent and Stein’s follow up inquiries in 2022 and 2023 were met with “delay, deflection, and misdirection,” the complaint says.
After Soho reached out to Access, Jonah Sonnenborn, Access’ head of real estate, “acknowledged ‘the problem’ … and said he would try to broker a ‘resolution,’” according to the lawsuit.
Sonnenborn told Stein that the non-circumvention clause in the Soho-Two Roads agreement was “‘crystal clear’ and promised to contact Two Roads to pursue a resolution,” the lawsuit claims.
“That resolution never came,” the suit says. “Behind the scenes, [Two Roads] and Access continued moving forward excluding Soho from the opportunity it developed for Two Roads.”
Four Seasons Residences is poised to be a windfall for the developers, already boasting more than $150 million in unit presales, with Two Roads potentially earning $50 million in profits, according to the filing.
The complex will consist of 3,124-square-foot two-bedroom condos; 4,073-square-foot three-bedrooms; 5,028-square-foot four-bedrooms; and five-bedroom beach villas with 7,459 square feet of interior space and 6,604 square feet of outdoor terrace with private pools, according to a news release published in January. Residents’ amenities will include a private cellar and rum room, and they also will have access to the amenities at the Four Seasons Resort.
Stein’s attorneys say he doesn’t want to discontinue the project due to its potential as an economic engine for the Bahamas. So far, he has received no compensation for his pre-development work and time, future profits and development fees, according to the complaint.
“If business partners can sidestep NDAs without facing real consequences,” Brewer, of Brewer, Attorneys & Counselors, said in his statement, “then every developer, investor, and business partner who works in good faith is vulnerable.”
In South Florida, Two Roads developed the 57-story, 100-unit Elysee condominium in Miami’s Edgewater neighborhood. In partnership with Rockpoint and the Pérez family’s Related Group, Two Roads plans the 24-story, 56-unit oceanfront Rivage Residences in Bal Harbour.
In 2021, Two Roads sued Frisbie Group and Palm Beach Atlantic University alleging they sidelined Two Roads from developing a pair of condo towers in West Palm. Two Roads claimed it was in talks with the school to buy a city site but Palm Beach Atlantic and Frisbie sidestepped it and planned to “steal” Two Roads’ project plan. In filings, PBAU and Frisbie denied the claims and called Two Roads a “failed” bidder. Two Roads and Frisbie settled the suit in 2023.
The firm also is in litigation with holdout unit owners at an aging bayfront condo building in Edgewater that Two Roads wants to redevelop into the Edition Residences. This month, an appeals court sided with the holdout owners who have been resisting Two Roads’ buyout of the building. Two Roads plans to take the issue to the Florida Supreme Court.
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