The partnership is not indebted to Mr. Nahmias, and it is clear that the payment for the purpose of repaying his debt was made in exchange for the receipt of the same agreement by Paragon to sell the products through the partnership, in the name of Mr. Nahmias.
Moreover, de facto, during the period of operation, the plaintiff and Mr. Nahmias before him, were among the most significant marketers of Paragon products in the Israeli market, mainly where Paragon concentrated its sales efforts to overseas markets, requested not to invest significant resources in marketing in the Israeli market, and preferred that other small retailers should approach the plaintiff for the purpose of purchasing the products.
00Mr. Nahmias and later also the partnership conducted themselves on the basis of the same conduct in the territory of Paragon, and it is not impossible that each of them took his steps on the basis of the same conduct.
- However, this did not and does not indicate the existence of an undertaking on the part of Paragon towards the Partnership or towards the plaintiff to continue to refrain from selling its products through other retailers or acquiring an exclusive right to market the products.
There is a considerable factual and legal gap between actual conduct and the existence of a contractual obligation in a forward-looking contract, and this is mainly with regard to the entitlement to change the manner of conduct.
- As it stands, there would have been room to further examine the significance or implications of Paragon's conduct vis-à-vis the plaintiff and the partnership, on its right to continue selling its products to third parties in general, and to Shufersal in particular.
- In this regard, and as in any relationship between a supplier and a marketer, both parties should have acted in good faith and reasonable.
In the present case, it seems that the fulfillment of the duty of good faith entails the duty to inform the plaintiff of any material change that it intends to make with regard to the marketing and sale of the products, including an engagement with another significant marketer, or a change in its independent marketing system.