"… the competent courts of Tel-Aviv shall have exclusive jurisdiction over any dispute arising from or related to the performance or the interpretation of this agreement"
Section 3.7 of the Loan Agreement.
- Geffen did indeed put the The Loan to Polybit As undertaking, But the latter did not pay for the shutdown, even a single payment. The agreed shares in the Australian parent company were also transferred to the respondents as agreed and were registered in their names with the Australian Listing Company, but in light of a business failure, the parent company petitioned in May 2023 to withdraw it from trading on the Australian Stock Exchange, and on August 2, 2023, trading in its shares was indeed stopped.
Polybit demanded the cancellation of the merger deal on allegations of fraud and deception, and even refused to repay the loan. Polybit's share documents were transferred to Geffen , but these have not yet been registered in her name with the Registrar of Companies. Moreover, in the middle of 2024, Polybit's business was sold to "Correct Insurance Agency Ltd." , a subsidiary of Ayalon Insurance Company Ltd.
- Geffen categorically denies both the deception attributed to her and the Validity of the cancellation notice on behalf of the respondents, which argues that the merger transaction, the agreements between the parties, and the rights intended for it by virtue of them are valid, and therefore its approval was required for the purpose of the transaction with Ayalon, and this was not requested and in any case was not granted; that she is entitled to her share of the consideration that arose from this transaction; that she is entitled to the repayment of the loan without any offset, even to various compensation, while "It also maintains its claims and rights against Ayalon, to the extent that it is necessary after the arbitration proceeding has been exhausted" which she petitions to uphold after the appointment of the arbitrator.
Among other things, Geffen claims that the letter dated August 24, 2023, which was received by its shareholders, and which the respondents claim is a cancellation notice, is nothing more than a "draft cancellation notice" and that the respondents cannot rely on it, especially since the fraud claim is baseless. Geffen justifies the delay in submitting the application with the war that began nearby, the injury of the son of one of the dominant shareholders and the rehabilitation process he underwent, as well as the long and continuous reserve service of one of the other dominant shareholders.