Brazilian Superior Court caps the amount in controversy in built to suit disputes

The Third Panel of the Superior Court of Justice held that the amount in controversy in an action to terminate a built to suit lease must correspond to twelve months of rent, as provided in the Brazilian Tenancy Law, rather than the full value of the contract under dispute. Special Appeal 2,229,517 was decided on July 24, 2026, reported by Justice Nancy Andrighi, unanimously.

The contractual arrangement

Also known as a build-to-suit lease, the arrangement involves constructing or adapting a property to the future tenant’s specifications, typically under long-term, high-value commercial contracts. The landlord’s investment is amortized over the lease term, which explains the long periods involved and the rigidity of exit provisions.

What the court held

The reasoning rests on a systematic reading of Law 8,245/1991. Although art. 58, III, does not expressly mention the termination of built to suit contracts, art. 54-A subjects this arrangement to the procedural provisions of the tenancy statute itself. The special regime therefore prevails over the general rule of the Code of Civil Procedure, ruling out the automatic link between the amount in controversy and the total contract value.

In the case at hand, the amount in controversy was reduced from approximately 68.4 million reais to 6.84 million reais, the result of multiplying the monthly rent of 570 thousand reais by twelve.

Practical effects

Setting the amount in controversy does not affect the merits of the dispute or the obligations assumed under the contract, but it has a direct impact on court fees, security and loss-of-suit attorney fees, whose calculation base becomes significantly smaller. In long-term contracts of material value, the difference matters when assessing litigation risk and when choosing between litigating and negotiating an exit.

This is a panel decision, not rendered under the repetitive appeals procedure, so the position, while relevant for uniformity, may still meet a different view in other courts. Reviewing the full text of the decision is advisable before relying on it in a specific matter.

This article is for general information only and does not constitute legal advice. For guidance on specific situations, please contact our team at contato@gotlibrocha.com.br.