(-) And insofar as it is possible to disagree on the total amount of the debt, how should it be calculated?
The parties also disagree on the question of the balance of liabilities between the plaintiffs and defendant 3 in view of the delay in completing the project, and on the question of whether, to the extent that defendant 3 has a debt to the plaintiffs, they are entitled to deduct it from their debt to defendants 1-2.
Finally, the parties disagree on the question of whether interest should be added to the amounts of the debt from the date of the completion of the venture in 2019 until today.
- Factual Background
- The plaintiffs were part of a "purchasing group" that purchased land and worked to build residential apartments on them (a 2011 partnership agreement was attached as Appendix 4 to the statement of claim, hereinafter: the sharing agreement).
- At a certain point, the members of the group encountered difficulties, and they were even left with debts to various entities that acted on their behalf as part of the venture. In addition, the attempts of the group members to obtain bank financing for the establishment of the venture were unsuccessful.
- Under these circumstances, in 2015 the class members entered into three agreements with the defendants. Two of these agreements were intended to bring about the financing of the venture by defendants 1-2, and the third agreement was intended to bring about the actual construction of the venture by defendant 3. It should be noted from now on that the defendants are all related to the Barzili family: defendant 2 (hereinafter: the lender) is a member of the family; Defendant 1 (hereinafter: the lending company) is a company owned by defendant 2 and its two brothers, Boaz and Gilad; and defendant 3 (hereinafter: the contractor) is a subsidiary of a company owned by Gilad.
B(1) The main points of the three agreements with the defendants
- The first agreement, entitled "Loan Agreement", was entered into on March 29, 2015 with the lending company, and amended a few days later (the agreement and the corrective addendum were attached as Appendices 5-6 to the statement of claim, and they will be referred to together: The First Agreement). As part of the agreement, the lending company lent to the group members "all together and each of them separately" the sum of NIS 628,168, which was intended to repay a certain debt of the group members. The loan was granted for a relatively short period of time, which was determined to be no later than June 30, 2015, and it was agreed that the interest on it would be at an annual rate of 15% (clauses 4.3-4.2 of the agreement). It was also agreed that if the amount is not paid on time, the lending company will be able to repay it and receive compensation in the amount of NIS 100,000 plus arrears interest at an annual rate of 20% (clauses 5.1, 7.2.1 and 7.3 of the agreement). It was also agreed that warning notes on the real estate would be registered to ensure repayment, and the group members would submit appropriate checks (clauses 8 and 4.4 of the agreement). For reasons that have not been clarified, instead of warning notes, a mortgage was registered on the real estate in favor of the lending company (Appendices 10 and 12 to the affidavit on behalf of the lenders; this matter and its implications will be discussed in Chapter E(4) below, paragraph 122 and onwards).
- On April 28, 2015, the second and third agreements were concluded at the same time.
The second agreement is titled "Accompanying Agreement" (the agreement was attached as Appendix 7 to the statement of claim, and it will be referred to as follows: The Second Agreement). According to this agreement, the lender will provide the group members "all together and each separately" with a loan in three parts: the first and second parts are two designated sums of NIS 300,000 each, and the third part is a general credit facility for the purpose of financing the establishment of the venture.