Built (and financed) to suit: an empirical study about the structure of build-to-suit contracts and its jurisprudence interpretation in Brazil

The present study brings to the table the so-called “build-to-suit” contract: a foreign legal structure conceived to increase efficiency and value generation in business real estate. To confer legitimacy to our conclusions, an empirical research has been carried about build-to-suit contracts that were executed in Brazil by economically relevant conglomerates. The scope of this paper is to (i) present its economic advantages in comparison to property purchase or rent; (ii) demonstrate the structures used to raise the necessary capital for the undertaking – mainly public issuances of Certificates of Real Estate Receivables (CRI); (iii) explain its contractual structure and usual obligations/liabilities; (iv) map the contract’s trajectory in Brazil since it became current business practice in the last decade of 20th century and had its validity constantly reaffirmed by jurisprudence; and (v) comprehend the effects of its legal recognition by Law no. 12,744/12 and by jurisprudence itself.