Suit Over Four Seasons Bahamas Tossed, But Fight Isn’t Over

A judge tossed a lawsuit accusing Two Roads Development of sidelining a partner from a roughly $300 million Four Seasons-branded condo project in the Bahamas –– but the fight isn’t over.

The partner that sued, Soho Development, led by Delray Beach resident and attorney Roger Stein, says the judge addressed the wrong complaint and not the latest filing.

Soho Development last summer sued Two Roads, a South Florida luxury development firm, alleging it excluded Soho from the development, while continuing to use project contracts and confidential information provided by Soho with no compensation to the firm, according to the complaint filed in New York County Supreme Court.

Soho claimed this breached a 2021 confidentiality and non-disclosure agreement between the two, which included a non-circumvention provision.

In response, Two Roads called the suit an “unabashed money grab” by Soho and Stein that aims to reframe an “ordinary arms-length” NDA into “a vehicle for a windfall,” according to court filings.

Two Roads and Access Real Estate, an arm of billionaire Len Blavatnik’s Access Industries, are developing the 67-unit Ocean Club, Four Seasons Residences, Bahamas on a 6.2-acre waterfront site on Paradise Island, near a Four Seasons resort. It will consist of large two-bedroom to four-bedroom condos, as well as five-bedroom villas. Presales are underway, and construction is expected to be completed in 2028.

Access Industries insisted on a non-compete provision that prevented Soho and Two Roads from pursuing other projects in the Bahamas. But this imposed a “disproportionate burden” on Soho because Stein has extensive knowledge and connections in the Bahamas, and the firm couldn’t accept the joint venture agreement, according to Soho’s suit. It kept contributing to the project, however, saying it relied on Two Roads’ obligation under its NDA with Soho to ensure Soho stayed involved if Two Roads pursued the project, according to Soho’s complaint.

On Thursday, Judge Andrea Masley agreed with Two Roads, dismissing the lawsuit.

The judge said the Soho-Two Roads NDA doesn’t include “any express promise” that Two Roads refrains from the project if Soho doesn’t participate. Also, Soho doesn’t allege that Two Roads “intentionally tried excluding” Soho from the partnership with Access, the judge wrote. She also dismissed the claim for damages as “mere speculations.”

Taylor Collins, managing partner at Two Roads, hailed the order.

“We have always maintained the lawsuit had no merit and we are gratified that the court issued a decision dismissing their complaint without leave to amend,” he said in a statement.

But in a letter to the judge filed on Thursday, Soho asked her to recall her order because it pertains to Soho’s original July 2025 complaint -– even though that filing is superseded by Soho’s amended complaint submitted last month.

“We are a little perplexed,” William A. Brewer III, Soho’s attorney, said. “We just assume this was a mishap. … If you look at her order, virtually every one of the points she makes as to the deficiency of the pleading is now answered.”

While Two Roads’ attorney said Masley’s order bars Soho’s amended complaint, Brewer disagreed.

Soho’s amended complaint adds a third count for unjust enrichment and expands on arguments it originally made, including that Two Roads benefitted from Soho’s four years of work on the project and connections in the Bahamas.

“Two Roads could not have replicated this expertise because it had no prior presence, experience, or relationships in the Bahamas,” Soho’s filing says.

The backstory

Access originally tapped Stein for the project in 2017, and they selected Two Roads as a co-sponsor, according to Soho’s complaint. Soho claims that Two Roads “exploited the opportunity by Access’s ultimatum” for a non-compete, and tried to deceive Soho.

In 2021, “Collins assured Stein that he would press Access to find a solution,” but instead Two Roads “concealed” the true status of its communications with Access, including that they had signed a JV agreement, Soho’s suit says.

Access declined to comment.

In its push for dismissal filed in December, Two Roads argued that Soho’s claims for lost profits and equity interests “is not only speculative conjecture –– it’s self-inflicted” because Soho opted not to partner with Access.

“Having voluntarily walked away, Soho cannot plausibly allege that Two Roads’ subsequent conduct deprived it of benefits it had already relinquished,” Two Roads argued in a memo in support of its motion to dismiss.

Two Roads’ memo also claims that another Bahamas project in which Stein was involved in collapsed amid allegations that he “misappropriated partnership funds, commingled personal and company finances, failed to keep proper records” and obstructed a partner’s rights to an audit. After Stein’s partner in that project, called New South Ocean, removed his affiliate as general partner, he filed for arbitration in New York, claiming his partner breached fiduciary duties and fraudulently induced him into the deal, Two Roads says in its filing.

According to Two Roads’ memo filed in the Four Seasons case, a panel of arbitrators in the New South Ocean case ruled against Stein, upholding his removal as general partner in the project and ordering repayment of millions of dollars.

“In the same way, Stein sought to wrongly cast blame on others and invent rights and obligations to secure a windfall with this earlier project, he now seeks to profit from a venture in which he elected not to participate through the invention of rights and obligations attendant to the NDA,” Two Roads wrote in its December memo in support of its motion to dismiss Soho’s original complaint.

Two Roads, which has offices in Miami, West Palm Beach and Tampa, developed the 57-story, 100-unit Elysee condo tower in Miami’s Edgewater, and also is developing the 45-story, 422-unit Standard-branded condo tower on the Miami River with Newgard Development Group.

The firm also has made headlines for litigation over its planned redevelopment of the bayfront Biscayne 21 condo building in Edgewater with an Edition-branded condo. A group of holdout unit owners sued Two Roads’ affiliate, with the court determining that the developer-controlled condo association had illegally amended the condo declaration to only require the approval of 80 percent of units owners for a condo termination, instead of 100 percent. In January, a judge also ordered Two Roads to restore the building to its habitable state, including restore utilities and repair the building.

Two Roads’ affiliate responded with a lawsuit against the holdout unit owners, alleging they are blaming the firm for issues with the building that already existed. In May, three prospective buyers sued Two Roads’ entity, seeking a refund of about $2.5 million in deposits for five units because the project won’t be finished by the expected summer 2028 deadline