...
Based on these policy considerations, it was determined that a restrictive measure should be taken when examining the possibility of imposing personal liability on an officer of a company in relation to conducting negotiations on its behalf in preparation for entering into an agreement (certainly when an agreement was ultimately signed) or in the framework of the existence of the agreement (see in this regard the dispute between Justice Y. Danziger and Justice D. Barak-Erez in the Ashdod City Center case).
The standard in light of which the officer's actions will be examined is subjective, according to which only when there is a personal defect in the company's officer's conduct, such as when he knowingly misled the other party to the negotiation by act or omission, is it appropriate to impose liability on him (regarding the justifications for prohibiting deception and non-disclosure, see Eyal Zamir, "Mistake and Deception in Entering into a Contract", Book Or: A Collection of Articles in Honor of Judge Theodore Or 203 (Aharon Barak, Ron Sokol and Oded Shaham eds., 2013); Omri Ben-Shachar and Yuval Procaccia, "Chapter D: The Law of Contracts," The Economic Approach to Law 153, 172-174 (Uriel Procaccia, ed., 2012)). The requirement of subjective good faith means an examination of the state of mind of the party to the actual negotiations. In other words, it is necessary to examine whether his actions were guided by internal persuasion and belief in their fairness, detached from an external objective norm (LCA 6339/97 Rocker v. Salomon, IsrSC 55(1) 199, 252-253 (1999); CA 838/75 Spector v. Sarfaty, IsrSC 32(1) 231, 248 (1977); Shalev and Plant, at p. 74)" (emphasis added - p. R.).
and from the general to the individual
- It now remains to examine what was proven by the plaintiff as to the liability of the defendant that there is no dispute that he is a director and shareholder in the chain of the defendants. The main testimony in this matter is that of the plaintiff's husband, who testified as follows:
"Adv. Sadeh: ... Simple question: You were talking about crooks and thieves and liars, did you mean Emanuel Dayan among them?