With regard to Polybit's objection to taking part in the arbitration proceeding, Geffen emphasizes that in the loan agreement it is declared that the loan is given by virtue of clause 7 of the shareholders' agreement; that the loan agreement is an integral part of the merger transaction; that the only defense argument made by Polybit is not related to its agreement but lies in the shareholders' agreement; that the document that is supposed to be a notice of cancellation, on which the respondents rely, relates to the dispute concerning the loan agreement, In such a way that it is precisely the respondents who tied the entire agreements to a single unit, and only at the present stage are they "twisting in every way in order to try to artificially disconnect from each other, only in the hope of evading arbitration."
Geffen further argues that we are dealing with a regular civil-commercial dispute without any public characterization, and in any case there is no basis for the exception of litigation in court given an arbitration clause.
Discussion and Decision
- Most of the basic data in this case are not controversial.
There is no dispute that the three agreements entered into between Geffen and Respondents 2-4 in the framework of the merger transaction include arbitration clauses; that the parties to the loan agreement are Geffen and Polybit only, from which an arbitration clause is absent; that Geffen lent Polybit the sum of $1,000,000 in a loan that was to be repaid in monthly installments over a period of five years beginning in November 2021; that Polybit did not pay a single payment for the repayment of the loan; that the agreed shares in the Australian parent company were transferred to the respondents and registered in their names; that the shares The Australian parent company is currently of no value; that Polybit shares have not yet been actually registered in Geffen's name; that Polybit's business was sold in 2024 to "Correctim Insurance Agency Ltd." , a subsidiary of Ayalon Insurance Company Ltd., without Geffen's participation in the sale process, not even for the consideration received.