... When we come to apply these principles and locate the intentions of the parties, the language of the contract plays a central and important role in the interpretive process. Indeed, the language delimits the interpretation of the contractual text, and it is presumed that the interpretation of the contract corresponds to the simple and natural meaning of what is written therein in the light of its general context.
- In the case here, clause 6.6 states that "the amount of the debt of each borrower in the real estate will be determined in accordance with a card issued by the group committee, which will constitute conclusive evidence of the borrower's debt...". Even if this language can fit the plaintiffs' interpretation, according to which the ticket is "conclusive evidence" only of the relative division between the class members, it seems that the defendants' interpretation, according to which the ticket is conclusive evidence regarding the amount of the debt itself, is more consistent with its "simple and natural meaning". This is because the clause speaks of conclusive evidence regarding the "amount of debt" or "the debt of each borrower", and not only regarding his relative share of the total debt. Later on, it was also noted that "in respect of this sum, the individual lien will be recorded", in a manner that indicates that the reference is to a concrete monetary sum, and not only to a proportional portion.
- Moreover, the defendants' interpretation is more in line with the intentions of the parties, which was testified by both the defendants' representative, a member of the group committee, Mr. David, and Mr. Rachmin, who, as stated, was involved in establishing the relationship between the parties. These three testified that there was a desire to conduct themselves in a concentrated manner with the group committee, and to refrain from litigation with each group member separately regarding the amount of the debt at the end of the day (see paragraphs 5-6 and 32-33 of the affidavit of Boaz Barzili on behalf of the escort and his testimony on page 46 of the transcript of the hearing of September 10, 2025; testimony of Mr. David there on page 85; testimony of Mr. Rachmin there on page 63, line 16 onwards).[7]The plaintiffs' interpretation does not achieve this goal, since according to which each member can raise claims regarding the total amount of the debt, and these will in any case also affect the amount of his personal debt.
- The interpretation that is therefore better consistent with the language of the section and with the intentions of the parties is that the card will constitute conclusive evidence both of the total amount of the debt, and of the amount of the individual debt of each member of the class individually.
- However, in view of this conclusion, the question arises as to the scope of the application of the provision of clause 6.6, and in other words, for what purpose is the card considered "conclusive evidence": is it for the purpose of the amount of the debt on the substantive level, as the defendants claim, or only for the purpose of the mechanism for erasing the individual lien set out in the agreement. This question is inextricably linked to the other question in the dispute between the parties, namely whether the plaintiffs' liability is jointly and severally with the other members of the class.
- Section 6.6 states, as stated, that after it is possible to register an individual lien on the share of each class member, the lien will be registered only in relation to the member's individual debt and will be erased upon its repayment. The plaintiffs argue, as stated, that the clause reflects a material change in the liability arrangement "jointly and severally" in the agreements, and therefore once the individual debt amounts have been determined, each member owes only his own debt. The defendants, on the other hand, claim that the clause does not replace the "jointly and severally" liability arrangement set forth in the agreements (even at the end of their summaries the defendants reiterated this position, see page 41 of the transcript of the hearing of September 18, 2025, lines 26-35).
- As will be explained below, this position of the defendants is understood against the background of the provisions of the agreements, but it is doubtful whether it is consistent with their position regarding the status of the ticketing by virtue of the clause: if clause 6.6, which establishes a class member the right to erase the lien after payment of his individual debt, does not deal with the member's substantive liability, and it remains "together and severally" in relation to the total debt of the class members, Thus, it cannot be argued that the binding status given to the carding in that very section also applies to the level of material liability. In other words, the defendants' position that clause 6.6 does not change the substantive liability regime in the agreements, by virtue of which the class members are mutually liable for the total debt, should lead to the conclusion that the clause establishes the arrangements that apply in relation to the proceedings for the erasure of the individual lien in the ordinary order of things by virtue of the agreement, as stipulated therein: it allows a class member to erase the lien on his share by paying the individual debt attributed to him. and states that in the matter of those deletion proceedings, the status of the card is binding. On the other hand, the clause does not prevent any member from raising claims regarding the amount of the debt on the substantive level, and it is reasonable to assume that if the arguments are accepted and the amount of the debt is reduced, this will in any case also affect the amount of the debt secured by the lien (despite the binding status granted to the card regarding proceedings regarding its erasure).
- Thus, it is not possible to accept the defendants' position that the clause does not change the liability regime "jointly and severally" on the substantive level, and at the same time grants the card a decisive status on this level. One of two possible interpretations should be chosen: first, that the clause changes the liability regime "jointly and severally" and creates personal liability, separately (as the plaintiffs claim), while granting decisive status to the card also with regard to the amount of personal debt (contrary to their claim); The second is that the clause does not change the liability regime (as the defendants claim), and the decisive status of the invoice applies only in the framework of the proceedings for the erasure of the individual lien at the time of the realization of the agreement, but does not prevent the class members from raising claims regarding the amount of the debt on the substantive level (contrary to the defendants' claim).
- In my opinion, when choosing between the two interpretations, the second interpretation should be preferred. In this regard, there is some weight to considerations related to the interpretation of the agreement, but more than that to considerations of procedural good faith in the framework of the proceeding here.
In terms of considerations related to the interpretation of the agreement, Admittedly The aforementioned interpretation does not fully achieve the purpose of the lender, Avoid litigation with each group member individually. This is because even if for the purpose of erasing the lien in a regular proceeding, the member is obligated to the card, he can initiate litigation regarding the amount of the debt on the substantive level. However, it seems that this interpretation is more consistent with the language and structure of the second agreement. This is because the liability regime "jointly and severally" is explicitly set forth in the two agreements, and even arises, as stated, from their other provisions, which relate in their entirety to both the members of the class and the loans given to them. The agreements do not include a provision that explicitly changes this liability regime, and a provision regarding the attribution of individual liability to each member is found only in the second agreement and within a specific clause, Entitled "Collateral" and which deals with collateral. Thus, It is possible that this provision is limited to this level: this is the case with regard to section 6.6, which relates to a situation in which there is an individual lien that will be erased; This is the case with regard to clause 6.7, which relates to a situation in which the lien remains inclusive, and states that in this situation it will be possible to obtain an "exclusion letter" from the lien (for the interpretation of contract provisions in accordance with the concrete context in which they appear, see Civil Appeal 8763/15 Ziv v. Gasfa Engineering Ltd., paragraph 33 (January 4, 2017)).