Berlin Aspire: From a dream of the Israeli investor to a nightmare for the city of Berlin

Property prices for condominiums in better areas of Berlin have risen considerably and continuously since the early 2000s. In the past 10-12 years alone, purchase prices for condominiums have increased tenfold in some districts. Berlin became known beyond the borders of Germany as an attractive real estate market and more (international) investors wanted to invest big in Berlin. However, the investments were also supposed to yield a considerable return, resulting in an increase of real estate purchase prices and rents as well. As a result, affordable rental space in the inner city is becoming increasingly difficult to obtain and the already immense pressure on tenants and families looking for a place to live has increased continuously.

The Berlin Aspire Group, led by Israeli businessman Adi Avraham Keizman, wanted to take advantage of this particular situation. A (dubious) business model was developed, the economic, legal and social consequences of which changed the cityscape of Berlin forever. This business model is not only a horror for purchasers and tenants, but also causes economic and social damage to the city of Berlin and its inhabitants. And all of this is happening with the help and participation of individuals and professional groups from whom a commitment to the protection of the city and its inhabitants must actually be expected.

The structure of the Berlin Aspire Group

The Berlin Aspire Group of companies consists of various partnerships and corporations based in Germany, Austria, Cyprus and Israel. These were set up, inter alia, to buy up (old) apartments in Berlin, resell these at a profit to Israeli private investors (at overpriced prices) and then take over property management for these new owners as well. For the purpose of purchasing and reselling, a project company was founded for each property, usually in the legal form of a GmbH & Co KG. The only personally liable partner in that project company is the Beesands Management GmbH with its registered office in Berlin (and c/o business address in Hauptstraße 101). Its managing director is the Austrian businessman Dr. Werner Albeseder, who was appointed managing director of all Berlin project companies as well. The sole shareholder of the Beesands Management GmbH is the Beesands Holdings Ltd. based in Nicosia, Cyprus, whose managing director is Mr. Adi Keizman. The sole shareholder of the Cypriot holding company is a holding company in Vienna, Austria, whose managing director is Dr. Werner Albeseder. Shareholders of the Austrian Holding company are the Israeli businessman Moshe Bar Shilton and an Israeli limited company whose registered shareholder and managing director is Adi Keizman. However, Adi Keizman allegedly sold his shares in the company to Moshe Bar Shilton in March 2020. In the end, it is obvious that Adi Keizman and Moshe Bar Shilton are responsible for the Berlin Aspire Group.

The business model – “The dream of earning big money”

Since the early 2000s, Berlin Aspire Construction GmbH (formerly: Berlin Aspire Real Estate GmbH) has been acquiring legally undivided plots of land with mainly old residential buildings in (predominantly) low-income districts of Berlin. The acquisitions were financed with loans – oftentimes provided by Berliner Volksbank eG – and the property was encumbered with high land charges to secure these loans. The apartments in these building were then offered to Israeli private investors in Israel at inflated prices. The reasoning was that Israeli private investors are used to a different (higher) price level and are regularly unaware of the tenant protection regulations in Germany (e.g. §§ 573, 577, 577a BGB), which usually reduce prices. This allowed for excessive prices. In addition, it secured a dependency of the Israeli investors for the time after the sale. Because the investors are unable to immediately unlet, renovate and profitably re-let or resell the apartments (as originally promised) due to the tenant protection regulations (e.g. § 577a BGB). Therefore, they need a (Hebrew-speaking) property management company for years to come. This is where the Grand Urban Group, which belongs to the Berlin Aspire Group, and its various property management companies come into play.

Anyone who is not yet fed up with this business model should take a closer look at how the legal transactions were brought about, as described below:

The conclusion of the transactions – “The myth of a fair German contract”

Once an Israeli private investor is found for an apartment in Germany, he/she concludes a private written purchase contract (in Hebrew) with one of the project companies, represented by Adi Keizman, under the choice of the Israeli law (hereinafter referred to as “Israeli preliminary contract”). In the Israeli preliminary contract, the purchaser undertakes to make an advance payment of (regularly) 50% of the purchase price without receiving any securities in return (e.g. priority notice). In return, the seller (the project company) undertakes to pay the purchaser a monthly interest on the advance payment of 4 – 5% of the purchase price over a period of 3 years (hereinafter “yield”) following the receipt of the advance payment and to conclude a German purchase contract with the purchaser, which is to be notarised under German law (hereinafter “German purchase contract”). In some cases, the purchaser is promised additional services (e.g. financing, refurbishment, furnishing and/or renting of the apartment).

After the purchaser has made the advance payment, in some cases a German purchase contract was actually signed and notarised. The notarisation is oftentimes carried out by the notary Prof. Dr. Hubertus Welsch, who is based in Berlin and teaches in Eberswalde. According to information from the Berliner Zeitung (https://www.berliner-zeitung.de/mensch-metropole/das-ende-von-berlin-aspire-li.92241), he notarises the majority of German purchase contracts and has knowledge of the Israeli preliminary contracts. The notarisations at Notary Welsch were carried out systematically with representatives. In none of the cases in which we are involved, the Israeli purchasers participated in the notarisation in person. All of them were represented by employees of Notary Welsch or by the Israeli lawyer Dr. Yuval Hen. Although the German purchase contract mentions the advance payment of the purchasers, Notary Welsch did not consider it necessary to notarise (or mention) the Israeli preliminary contract in the deed, despite the fact that the German law requires such inclusion.

In addition, the German purchase contract always deviates considerably from the Israeli preliminary contract in terms of content, in particular the seller’s further obligations are missing (including payment of the yield, obligation to refurbish and furnish or to rent). This deviation is hardly noticeable for the Israeli purchasers, as they do not personally participate in the notarisation and the contractual documents are notarised in German / English, but not all of the – mostly older – Israeli investors speak these languages.

However, in 20-30% of the cases, the situation is even worse: in these cases the project companies (and in particular Moshe Bar Shilton) refuses to conclude a German purchase contract, even though the parties have signed an Israeli preliminary contract and the purchasers have paid the entrie purchase price or at least the advance payment. Handling these cases is challenging for the legal practitioner and the reasons for it are described below.

Legal challenges and economic risks

The first challenge is the practical enforcement of claims from preliminary contracts in Hebrew before German courts that need to apply Israeli law. In addition, there are legal issues ranging from the determination of the internationally competent court, the validity or formal invalidity of the German and/or Israeli purchase contract (§§ 125, 311b para. 1 BGB), to the question of suitable security in rem in favour of the purchasers, which may have to be enforced before German courts on the basis of the Israeli preliminary contracts alone. In this respect, many people seem to believe that the Israeli preliminary contracts are formally void due to the lack of notarial recording, so that no enforceable claims can be derived from these. However, we already disproved this argument successful in court.

In addition, there are also considerable economic risks for the purchasers. All decisions on the enforcement of claims against the sellers and/or the parties involved must take into account the insolvency risks that are pending. The sellers are project companies, with unknown financial possibilities and reserves, which were established solely for the purpose of selling off the condominiums located in the same building. The main assets are the property and the apartments – encumbered with substantial land charges – especially those in the attics of the residential buildings.

Furthermore, having the apartments released from the land charges is oftentimes problematic. In these cases, the remaining purchase prices are insufficient to pay the redemption amounts demanded by the mortgagee (a bank). The purchase of an unencumbered condominium therefore depends on whether the seller can be persuaded to pay the redemption amounts to the mortgagee. The sellers do not seem to intend to do so, so that the purchasers have to decide whether to pay the redemption payments themselves and/or take recourse against the seller, or withdraw from the purchase contracts and demand repayment and damages. In taking this decision, purchasers have in mind that they may in fact have irretrievably lost their deposit at the time of payment. On the one hand, the sellers and Moshe Bar Shilton refuse to refund advance payments made even after withdrawal or cancellation of the contract. On the other hand, there is of course always the risk that the seller company must / will “suddenly” file for insolvency in the course of a legal dispute.

In the end, the transactions were extremely risky at the time of the conclusion of the Israeli preliminary contracts – due to the lack of any securities – especially because their execution depended to an unhealthy degree on the good will of the seller companies. Again, these risks were undisclosed to the purchasers, but pretty obvious to the sellers and other parties involved.

Why has this business model been so successful – despite the obvious risks? The answer can be found in the promises made in the Israeli preliminary contracts (i.e. yield, rent etc.). The purchasers were promised profitable investment opportunities, which were immediately “felt” by the (initial) return payments. The fact that the purchasers did not receive any securities in return and waited for years for the conclusion of a German contract was therefore deliberately overlooked. Our assumption: the seller companies paid the return on investment (yield) from down payments they received from other Israeli purchasers after the conclusion of yet another Israeli preliminary contract. This is indicated by account statements from our clients, which show that the yield payments were made from various bank accounts and companies of the Berlin Aspire Group. As long as new Israeli investors were found, the yield could also be paid. However, during the first quarter of 2020, following the takeover of the business by Moshe Bar Shilton, the conclusion of German purchase contracts and the fulfilment of obligations stopped, thus leading to legal actions that brought negative attention to Adi Keizman and the Berlin Aspire Group in Israel. As a result, sales figures collapsed in the first two quarters of 2020, which (probably) meant that the yield payments could no longer be made. The result is a wave of lawsuits in Israel, which made the extent of the Berlin Aspire Group’s “snowball system” visible.

Conclusion

The Israeli purchasers – even those without a German purchase contract – are not placed without protection. Instead, they can at least try to enforce their claims from the Israeli preliminary contracts in German court. The fact that the Israeli preliminary contracts are effective and that the sellers are therefore obliged to conclude a German purchase agreement has been confirmed by the Berlin Regional Court at our request several times now (e.g. Ref. 22 O 190/20).

However, enforcing contractual claims is only possible as long as the contracts have not been rescinded by the seller or purchaser, or cancelled by mutual consent. Due to the considerable insolvency risks, a cancellation of the transaction is not advisable. Especially purchasers with a German purchase contract and registered priority notices (Vormerkungen) should under no circumstances waive their priority notice or other contractual rights, even if this is suggested to them by the sellers, Adi Keizman or Moshe Bar Shilton. A priority notice protects the purchaser against unwanted dispositions by the seller (e.g. resale, encumbrance with land charges etc.). Furthermore, the priority notice is also of considerable importance in the event of insolvency of the seller. If, on the other hand, a purchasers declares the waiver of the priority notice and this security is deleted from the land register, not only is the purchaser’s advance payment irretrievably lost, but also his chance of acquiring the condominium as “compensation” for the loss of the money.

We will be happy to advise you on how to enforce your claims against the Berlin Aspire Group, and will be at your disposal at any time.