In doing so, it should be emphasized that none of the relevant provisions of the law described above impose a regime of severe liability towards the third party. In addition, it is appropriate for my approach to ensure that the imposition of responsibility is conditional on the active involvement of the intervening foreigner, on his awareness of the existence and breach of trust relations, and also on a certain dimension of guilt. Such a balance is essential in my view, in order to maintain the proper operation of the corporation on the one hand, but on the other hand, to prevent the over-expansion of the circle of those responsible – and it also arises from the purpose of the legislation mentioned above.
- I will reiterate that in our case I was not required to discuss additional constructions by which it is possible to impose liability on an intervening foreigner, because in my opinion, Deri's conduct satisfies all the elements of the tort of causing an unlawful breach of contract. It should also be noted that Deri was actively and deeply involved in the breach of Dabush's duties, and thus his conduct was a condition without which the plan that the two had concocted together could not be completed. Deri's guilt is also at the highest level, i.e., it was an involvement that was made out of full awareness of the violation and its consequences, and even with the intention of causing the damage caused.
As a result, there is no need to determine the degree of culpability and the level of involvement that will be required in other, less serious contexts. Moreover, since in our case the respondents petitioned for compensation for pecuniary damage, there is also no room to define in an exhaustive manner the range of remedies that the court will be entitled to award; This is because there is no dispute that where all the elements of the tort of causing a breach of contract have been lawfully met, it is possible to sue the wrongdoer for the damages for the breach.
- In this context, I would like to reiterate that I believe that a further expansion of the liability regime, as well as the range of remedies that the court will be entitled to award, should be done with great caution, based on the principles of corporate law and tort law ( Israel Gilad Law of Torts – Limits of Liability 807-808 (2012)); so that third parties will not be afraid to come into contact with corporations, lest they be held liable for any involvement in the breach of their organ duties (see the warning of the Delaware court, in this context: the Columbia Pipeline case, at p. 472; the Morgan case, at p. 27).
Hence for our purposes.