Civil Case (Tel Aviv) 58147-09-19 Alon Blue Square Israel Ltd. v. Israel Credit Cards Ltd. - part 5

0d.            The plaintiffs were also of the opinion in "real time" that the language of the agreement was clear, and that they were prevented from arguing otherwise in retrospect

40. The language of the agreement is clear, not only from the Bible, but also from the plaintiffs' original position.
41. Prior to taking the proceeding, the plaintiffs did not hesitate to claim that the language of the agreement was not clear (as they claim today). Their argument at the time was rooted in the intention of the parties, which was ostensibly discussed between them in the negotiation proceedings, even if it did not find expression in the language of the agreement.  Adv. Karazi-Goff's letter to Adv. Levy dated March 29, 2016 (and see Appendix 4 to the statement of claim) reads:

"The intention of the parties in determining the conditions for the payment of the additional consideration was to ensure that the additional consideration...  You will pay for sellers as long as the customer club you...  It is an active club, and customers of "Mega" and "Dor Alon" use the Diners credit card and make transactions and purchases using it...  This intention was explicitly and clearly discussed between the parties during the negotiations for the conclusion of the agreement..." (and see paragraphs 3-4 of the letter).

In paragraph 5(e) of the letter, Adv. Karazi-Goff added that C.A.L.  strictly adheres to the language of the agreement in a manner that does not correspond to its purpose: "...  The intention and purpose of the agreement are inconsistent with the claim that my clients are not entitled to receive the additional consideration, and the position expressed by you in this matter is nothing more than a strict insistence on the language of the agreement, which is inconsistent with your client's obligation to act in good faith in the execution of the agreement."

42. Until the opening of the legal proceedings, the plaintiffs' position also seemed clear to them that the language of the agreement was clear, and their argument focused on the fact that the defendants' position was "Strict Standing" on the language of the agreement. A similar position was also presented in the plaintiffs' letter through their current counsel dated February 23, 2017 (see Appendix 7 to the statement of claim).  In this letter, the plaintiffs reiterated their entitlement to the additional consideration in the presence of "Purpose of the Condition"As she learns from-"Circumstances" (and see paragraphs 2 and 8 of the letter) while the position of C.A.L.  refusing to pay the additional consideration payments is an attempt "to depend on clause 3.3.6 of the Agreement..." (and see paragraph 1 of the letter).
43. Apparently understanding the weakness of the argument (since when the language is clear it is not possible to appeal to external circumstances) and given the clear case law that requires strict adherence to the language of the agreement, the plaintiffs made a change in the argument at the beginning of the legal proceedings so that now the language is no longer clear, but rather: it is the language "Completely flawed"That she is"Not clear"And-"Syntactic Error", and "This is a section to which not much attention has been paid" (and see paragraphs 24-25 of the plaintiffs' summaries) and that "Legally incorrect" (and see paragraph 27(c) of the plaintiffs' summaries). The inconsistency between the position presented before the legal proceeding (clear language and C.A.L.  insists on it strictly) and the position in the proceeding (flawed, erroneous, unclear language) is sufficient to order the dismissal of the claim.
44. More than necessary: there are no "flaws" of any kind in the formulation of mega conditions
45. I will relate more than necessary to the alleged flaws that allegedly occurred in the wording of the clause (which are concentrated in paragraph 27 of the plaintiffs' summaries) and demonstrate how we do not have material defects before us at all, and most importantly, there are certainly no defects before us that justify a deviation from the language of the agreement.
46. The plaintiffs argued: the clause is not precise in its language regarding the various proceedings that can be taken when a company enters a 'spiral', for example, a process of a creditors' arrangement is absent from the clause (see paragraph 27(a) of the plaintiffs' summaries); They further argued: the clause is also incoherent since it does not specify as to all the various applications within the scope of a receivership proceeding (see paragraph 27(b) of the plaintiffs' summaries), whereas regarding a liquidation proceeding there is detail, so for example, from the plaintiffs' arguments there is no mention of a receivership order or the appointment of a permanent receiver. At the same time, the plaintiffs claim that the need to mention receivership proceedings is not at all relevant to insolvency proceedings (see paragraph 27(d) of the plaintiffs' summaries).

The law of this argument is rejection.  It is possible that if the company had submitted a request for a creditors' arrangement or if we had been required to interpret various situations in receivership proceedings, C.A.L.  would have had difficulty defending its position rooted in the language of the agreement.  But in our case, the legal situation in question that Mega entered into at its request is the product of a request for an order to grant a stay of proceedings - a request and an order that are explicitly mentioned within the framework of the options listed in the section, and therefore in any case its language is clear.  Adv. Levy, one of the drafters of the agreement, testified that he himself specifically asked to add the issue of the stay of proceedings to the mega conditions: "...  I remember adding the words stay of proceedings..." (and see transcript of March 30, 2025, p.  132, s.  14) in order to "define a very simple situation.  Every situation in which Mega enters a process of spiraling, and this affects the customer club...(See transcript of March 30, 2025, p.  124, paras.  4-7).  I am of course aware of Adv. Levy's admission that the wording is "not the best" (transcript of March 30, 2025, p.  131, s.  13) so that it could have included a broader spectrum of legal situations (see transcript of March 30, 2025, p.  126, s.  11-12) - but this is in relation to certain matters that do not relate at all to the issue of the stay of proceedings.

46. According to the plaintiffs, the clause is legally incorrect (see paragraph 27(c) of the plaintiffs' summaries) since in the first draft various orders were discussed against Mega's property, and these are orders that cannot be issued against property at all. Here, too, the plaintiffs' argument is particularly pressing.  After all, in the final version of the Mega Terms, the words " were omitted, among other things.against any property of Mega and/or the Dor Alon Group".  If so, what is the reason for the plaintiffs' feelings?
47. The plaintiffs argued that the words "but not canceled" (within 60 days) were syntactically incorrect and lacked legal logic (see paragraphs 27(e) and 29 of the plaintiffs' summaries), since the final version begins with the feminine form ("Submitted" - for the request) and continues in the masculine form ("Cancelled" - to the command); When in the exchange of drafts, the reference to the order given against Mega was completely omitted and was left out, but the alternative relating to the application was omitted.

I am of the opinion that this is a sharp debate on a particularly marginal issue that cannot reflect on the clear language of the section.  The plaintiffs admitted that the main issue of the section is the binary situation, of the existence or absence of an order: "The court: ...  The center of gravity of the section is an order, there is no order.  Attorney for the plaintiffs: Indeed.(See transcript of July 7, 2024, p.  18, paras.  4-8).  Therefore, the question of why the masculine form is used when we are dealing with "request" is completely superfluous.  In any case, even when it comes to an order, a request to grant it is preceded.

48. The same applies to the plaintiffs' claim of a lack of clarity on the question of the date of the start of the 60-day count (from the time the application was filed or the order was issued) (see paragraph 27(f) of the plaintiffs' summaries). An order, as stated, is issued following the filing of an application and usually in close proximity to it.  The number of days therefore refers to its granting following the filing of an application (and as stated in the section: "From the date of submitting the application and/or issuing the order accordingly").  In any event, in the case at hand, an application was filed, an order was issued, and more than 60 days have passed both from the date the application was filed and from the date the order was issued, and therefore the discussion on this issue is redundant.
49. The plaintiffs claimed that the use of the preposition "Against" (and see para. 37 onwards for their summaries) means that the condition applies only if a third party filed a request "against" Mega, and not when Mega itself initiated the proceeding, as in our case.  This is a linguistic wrangling that is detached from the 'regular' legal reality.  Let us note the obvious: any legal proceeding taken in this context is a proceeding against the company, whether the company filed the application or others.  In any case, if there was a desire to make a distinction between a proceeding taken by a third party (in a minority of cases) and a proceeding initiated by the company, the drafters of the agreement would have been presumed to have indicated this.  The lack of a grade does not detract from the wording of the agreement, but rather strengthens it.  Moreover, the choice of the drafters to mention at the end of the section the creditors' arrangement as one that does not prevent the additional consideration payments; A proceeding that was also taken at the initiative of Mega teaches Minya and Biya about the clichés of the argument (and see the transcript of March 30, 2025, pp.  49, 13-16 and 53, 2-6 for the interrogation of Mr. Yaniv; pp.  21, 2-2 and 8-9 for the interrogation of Adv. Karazi-Goff; who were not satisfied on this point, to say the least).
50. My conclusion on this point is that there were no flaws in the wording of the Mega Terms that would justify a deviation from its clear language. Alleged linguistic inaccuracies, to the extent that they existed, do not reflect on the substance of matters and certainly do not rise to the level of linguistic ambiguity that justifies referring to the circumstances of the drafting of the agreement to indicate the intentions of the parties.  Even if there may be certain linguistic inaccuracies or strong syntactic errors, the plaintiffs, as a sophisticated and well-represented party, were aware of the dangers of the wording.  And see the matter Bibi Roads (Paragraph 6 of the opinion of the Honorable Justice Grosskopf): "In this case, the parties are exposed to the risk of errors in the wording, in the sense that if the wording they choose does not correspond to their intention, they will not be granted a judicial safety net that will correct this error, but they prevent themselves from the risk that a third party (the authorized interpreter) will read into the contract, out of retrospective wisdom, what the parties did not wish to write into it...  When we are dealing with a business contract, such as the one we are discussing, granting a decisive status to the language of the contract helps to create stability and contractual certainty, as it allows sophisticated and legally well-represented parties to shape their contractual engagement as they wish, using the language of the agreement wisely and carefully."
51. I find it appropriate to add that the plaintiffs' strident attempt in this proceeding to find cracks and cracks as narrow as a needle's monkey in the wording of the section is inappropriate. It should be noted that the Mega Terms were drafted under certain conditions of uncertainty.  Mega's future was shrouded in uncertainty, and the parties sought to hedge their risks.  Hedging future risks is by definition tentative and speculative, and hence the sufficiently broad wording of the section.  The expectation that the plaintiffs demonstrate that a contractual clause will be completely tight from a linguistic and corporate point of view, and will include the range of situations of insolvency laws of all kinds, is baseless and stands in contradiction with practical life and contrary to moral principles underlying contract law, such as freedom of engagement.  In the words of Adv. Karzani-Goff regarding the absurdity of the plaintiffs' position: "...  Go now to become a professor...  In a stay of proceedings...(See transcript of March 30, 2025, pp.  8, paras.  16-18).

I will add that a determination in this case that the wording of the clause is not clear or flawed and requires reference to external circumstances will, in my opinion, severely harm freedom of contract, contractual certainty, and routine and healthy business conduct.  The courts must consciously refrain from interfering in clear and explicit agreements such as the one before in view of the clear concern of interference in contractual relations between business parties (and see further: Civil Appeal 7/24 Levy v.  Queen of Sheba-Eilat Properties, para.  27 (November 23, 2025)).

1. Mega conditions exempt from payment of the additional consideration - fulfilled
2. The language of the agreement will therefore be decisive. The main thing is that the conditions that together constitute the conditions of Mega, as he put it, were fully met, must be determined.
3. There is no dispute that on January 17, 2016, a temporary order was granted, at Mega's request, to stay legal proceedings against Mega (as stated, liquidations 31163-01-16). There is no dispute that the temporary order was extended from time to time, and that it was not lifted within 60 days of its issuance.  C.A.L.'s notice of March 20, 2016 regarding its lack of obligation to bear the additional consideration came shortly after the 60 days had elapsed from the application and the order, and before the first payment date had arrived.
4. The only exception to Mega's condition remains, which is that the exemption from payment will not apply to the extent that the said order was issued within the framework of Mega's recovery plan and creditors' arrangement, which was approved as aforesaid by the District Court (Center) In July 2015. The plaintiffs sought at various stages to adhere to this qualification, among other arguments: according to them, the order should be regarded as if it were given within the framework of the creditors' arrangement.  This argument should not be accepted, and the order was not issued as part of Mega's creditors' arrangement.  Initially, prior to the filing of the statement of claim, the plaintiffs claimed that the stay of proceedings order constituted "Direct continuation of the recovery arrangement approved in July 2015(See the plaintiffs' letter of March 29, 2016, which was attached as Appendix 4 to the statement of claim).  This claim was already abandoned in a letter dated February 23, 2017 (Appendix 7 to the statement of claim).  In any event, the request for a stay of proceedings order initiated by Mega in January 2016, after the agreement was signed, in liquidations 31163-01-16, is clearly a separate and distinct application from the proceeding that took place in the liquidations 61098-06-15, which was submitted about seven months earlier, prior to the agreement.  The stay of proceedings order issued in the late proceeding should not be considered as part of Mega's creditors' arrangement in the early proceeding.  On the difference between the proceedings, see also the plaintiffs' attorney's interrogation of Adv. Levy: "Adv. Klir: You are aware of the difference between a proceeding in which a company petitions for a stay of proceedings...  and another proceeding in which a company petitions to convene creditors' meetings, proposing an arrangement to them.  It does not ask for a stay of proceedings and no trustee has been appointed for them...  Do you know the difference between two proceedings: a stay of proceedings and a settlement proceeding?" (and see the minutes of March 30, 2025, p.  122, paras.  2-13) and also: "The wording of the conclusion does not speak at all about a stay of proceedings order (which was never granted), but rather about "the recovery plan and the arrangement with Mega's creditors that was approved by the court." (and see paragraph 8(b)(4) for the summaries of the reply)).
5. The conclusion is as follows: As of the date of the first payment, March 31, 2016, a mega condition exempting C.A.L. from payment was met.  A stay of proceedings order was issued in the case of Mega, and the situation existed according to which the condition was not lifted within 60 days.
6. It should be emphasized that this state of affairs, according to which the condition has already been fulfilled, was also true on each of the subsequent payment dates (September 30, 2016, March 31, 2017, and September 30, 2017). The fact that in the meantime Mega was sold by the trustees who were appointed to operate it to another party, does not retroactively negate the fact that the condition (an order was issued, and it was not removed within 60 days) has already been fulfilled, and according to the clear language of the agreement, C.A.L.  is exempt from paying the additional consideration.  The plaintiffs' alternative argument that a distinction should be made between the first payment and the subsequent payments, and that at least even if on the date of the first payment there was a pending order that was not cancelled over 60, they are entitled to the additional payments on which the order was already cancelled, contradicts the clear language of the Mega Conditions, which relates to the very existence of an application for a stay of proceedings order in the past and the non-cancellation of the order within 60 days from the date of filing the application in his case / from the date it was granted.  When the period passed without the order being revoked, the condition was not fulfilled completely, thus dropping the basis for the demand for each of the additional consideration payments (More on that later).
7. It follows from the aforesaid, in accordance with the clear language of the agreement, that the plaintiffs are not entitled to the additional consideration. This is true both with respect to the first payment and with respect to the additional consideration payments.

VII.     More than necessary: The circumstances external to the agreement do not help the plaintiffs

58. Given that the language of the agreement is clear and unequivocal and indicates the intentions of the parties, there is no need to refer to external circumstances to the agreement for the purpose of interpreting it. But even if I had been willing to turn to external circumstances to infer the intentions of the parties, these would also have led to the dismissal of the claim; This is as detailed below.
59. According to the plaintiffs, an appeal to the external circumstances of the agreement will show us that the intention of the parties was that the additional consideration would be paid as long as Mega continues to "live" (as opposed to a situation in which it will collapse completely). In the meantime, the plaintiffs argued that a purposeful and proper interpretation of the condition requires a distinction between a stay of proceedings order, which is intended to preserve Mega's activity and bring about its recovery (as they claim did indeed happen in practice, when Mega continued to operate and was sold as a going concern), and a liquidation or receivership order, which means the cessation of Mega's activity and the end of Mega's path, a distinction that is absent from the language of the clause that includes the terms "In a jumble(See, for example, paragraph 53 of Mr. Yaniv's affidavit).
60. A purposive interpretation, according to the plaintiffs, requires a dichotomous examination according to which Mega is 'alive' or 'not alive', and in accordance with the determination that C.A.L. is not liable for the additional consideration payments "Only when Mega stopped working(See para.  42 of Mr. Yaniv's affidavit).
61. The problem is that an appeal to external circumstances, including drafts that were exchanged between the parties, the testimonies of witnesses regarding the negotiation proceedings, etc., does not teach what the plaintiffs wish to argue. The question of Mega's own collapse as a binary question was not discussed in this particular way by the parties.  After all, if the additional consideration payments were derived from the question of whether Mega collapsed or not, the work of the drafters of the agreement would have been very meager, and was summarized in the following: A condition for the payment of the consideration is that Mega has not ceased its activity.  Reinforcement for this conclusion can be found in the fact that the drafters of the agreement did not see fit to suffice with a clause relating to the number of Mega's stores (clause 3.3.3 of the agreement) that would determine its situation in a dichotomous manner, but nevertheless preferred to add a clause that expresses the complexity of its situation.
62. An examination of the evidence, including the drafts exchanged between the parties and the valuations that preceded the signing of the agreement, shows that it is precisely C.A.L.'s interpretation of the clause that is more probable. Accordingly, the focus of Mega's conditions was the continuation of the club's activity.  YOU, which is derived from the way Mega operates (while examining its situation on a continuum of events during a company's lifetime and not in a dichotomous manner), and the effect of all these on the value of Diners.  This, in light of the fact that the YOU A strategic asset for Diners, and given that Mega's activity was critical to its profitability and to recruiting new customers to the club YOU ("Cal saw the club as a strategic asset for the Diners, especially where the club operates YOU Accounted for about 55% of Diners' net profit, as well as Diners' ticket portfolio in 2014" (and see paragraphs 17 of Adv. Levy's affidavit, as well as paragraphs 14 of his affidavit and paragraphs 7 of Mr. Nardi's affidavit)).  It should be noted that the plaintiffs themselves insisted on the centrality of the club YOU the success of Diners; Thus, for example, in Mr. Yaniv's affidavit, the plaintiffs write that "the parties were of the opinion that with regard to the question of Mega's continued operation as a going concern...  There will be an impact on the value of the company (Diners).  This is against the background of the business relationship between Mega and Diners, and more specifically between Diners and the Customer Club (Club YOU) that Mega held 75% of the rights in it..." (paragraph 32 of Yaniv's affidavit), even if inconsistent (which characterized their arguments in connection with the transaction) and compare: "Diners is a credit card company.  Of course, it was not and is not dependent on Mega" (and see paragraph 22 of the statement of claim), and "The degree of success of a club YOU In practice, irrelevant"; and-"The dispute in our case will therefore be decided according to Mega's situation and not according to the (alleged) situation of the club YOU.(and see para.  19 for their summaries).
63. Mega's difficulties were well known, and the parties worked to hedge the uncertainty in the agreement, based on the basic assumption that there are different scenarios. This is also discussed by the plaintiffs themselves in paragraph 10(c) of their reply summaries: "Indeed, even in the optimistic situation, it was clear that Mega needed rehabilitation and recovery...".
64. The economic aspect, which was at the basis of the transaction, and which laid down the challenges that Mega faced, also strengthens my conclusion. Prior to its editing, Deloitte was instructed: "...  Emphasis on club activities YOU and the possible future consequences of the reduction of activity / the closure of the Mega chain on the profitability of the club and the value of the company...  The club's profitability is expected to erode significantly in the coming years for the following reasons: 1.  The establishment of the Playcard Club...  2.  Closing branches or alternatively closing the chain...  3.  Expected regulatory changes in the interchange fee..." (and see Appendix 3 to each of the affidavits submitted by C.A.L.).  The economic examination therefore did not deal with the boom or collapse, and in any case, the situation of Mega as an independent issue (and regardless of the club).  YOU) did not stand at the heart of the test.
65. At most, we can learn from the circumstances about the uncertainty that surrounded Mega's future (and not about a binary situation); Into that uncertainty, the parties sought to cast concrete content, as they had done under the terms of the additional consideration. conditions that have not been met.
66. Even if I had been willing to go a long way with the plaintiffs and examine whether Mega had collapsed or otherwise, this examination would have also led to the dismissal of the claim.
67. The plaintiffs did not present unequivocal, solid and convincing factual indications that could indicate the realization of the optimistic scenario or the recovery of Mega as they claim it ("Mega worked and even healed and flourished" (See paragraph 17 of the plaintiffs' summaries)). All they brought before me were empty claims that in practice Mega did not collapse ("Mega continued to operate normally...  It says collapse or not collapse, I don't know the concept at the moment...  The legal term...  But in practice, Mega worked..." (and see the testimony of Mr. Yaniv in the transcript of March 30, 2025, p.  33, paras.  8-10)), but underwent a process of recovery and rehabilitation, and continued to exist as a going concern under new ownership of Bitan Wines ("There is no dispute that the trustees continued to operate Mega as a going concern." (and see para.  46 of the plaintiffs' summaries)).  But all of these and more were made without accompanying their claims in any kind of detail about how Mega continued to operate under the trustees.  On the contrary, from the little evidence that was nevertheless brought before me, it can be learned that since 2015 there has been a decline in the scope of club activity YOU (See the statement of the Chairman of the Board of Directors of Diners, which was attached as Appendix 9 to Mr. Yaniv's affidavit), and that in March 2016 the Supreme Court itself considered Mega's situation to be a state of "collapse": "The collapse of Mega is one of the most significant insolvency events in the Israeli economy, both in terms of the scope of the default, which stands at over ILS 1 billion, and in terms of the circle of creditors and those affected by it - employees, suppliers and more." (See paragraph 3 of the judgment of the Honorable Justice Sohlberg B.Civil Appeal Authority 2438/16 Blue Square Real Estate in a Tax Appeal vs.  Gabriel Trabelsi, CPA ‏(‏3.6.2016‏)‏‏.  Mr. Yaniv himself confirmed in his testimony that when he was the CEO of Blue Square Alon, he declared in the framework of a proceeding Liquidations 18975-05-16 Because Mega collapsed: "Adv. Bar Natan: In 2016, you confirmed that Mega collapsed.  Mr. Yaniv: Okay then.(and see the minutes of March 30, 2025, pp.  34, paras.  6-7, and see at length on pp.  30-36 of Mr. Yaniv's interrogation).
68. The plaintiffs' attempt to escape the inevitable conclusion that even in their opinion (at least in real time) Mega collapsed - is not appropriate and should have been avoided. In an uncomfortable twist, the plaintiffs explain: "The repeated use of the word "collapse" (whatever its meaning) does not change the fact that the Mega network remains active...(See paragraph 58 of Mr. Yaniv's affidavit filed on behalf of the plaintiffs as counter-defendants); A twist that continues in an attempt unknown in our districts to distinguish between legal collapse and business collapse: "Collapse" with the intention of describing the "Mega's Legal Status"And the "The Business-Operational Concept" of the situation of Mega (see paragraph 10(b) for the summaries of the responsa), and between a collapse in the sense of "The pressure that was on Mega" and "Mega Physical Collapse(See transcript of March 30, 2025, p.  36, paras.  1-2).
69. What has emerged so far is that the plaintiffs seek to empty the language of the agreement, its terms, and now, even in examining the circumstances, they seek to avoid a reasonable interpretation of accepted terms, and at the same time they should not agree.
70. I will note that I also saw fit to accept the thesis that on June 30, 2016, with the sale of Mega Wines to Bitan Wines, "The order was lifted and Mega embarked on a new path" (and see paragraph 16 of the plaintiffs' summaries), and in any case this does not help the plaintiffs. The same port is claimed to "A new way", amorphous boxes in themselves, occurred at a later point in time and at the end of a process that took place after the collapse of Mega (as the plaintiffs admit) and after a dramatic damage to the club's activity YOU, which was the heart of the deal.  This is especially true given that the validity of the club's agreement was limited in time until the end of 2019 (see paragraph 14 of Adv. Levy's affidavit).  Thus, in fact, the optimistic scenario presented in the framework of the economic examination, which is supposed to justify the additional consideration payments, did not materialize; This is because even in the "medium and long" term (and see paragraph 6.2.1 for the economic examination) there has been no real improvement in the situation of Mega (see paragraph 53 of the summaries of C.A.L.), but at most "The decline in the scope of the club's activities (YOU - T.L.) She was moderate(See the statement of the Chairman of the Board of Directors of Diners, which was attached as Appendix 9 to Mr. Yaniv's affidavit).
71. It therefore emerges that an appeal to external circumstances is not only inconsistent with the need to adhere to the examination of the agreement here according to its wording, but it does not assist the plaintiffs.

VIII.    C.A.L.  is exempt from paying the additional consideration, even in relation to the three late payments

72. An alternative argument of the plaintiffs is that even if at the time of the first payment of ILS 5 million of the additional consideration, on March 31, 2016, C.A.L. had been exempted from the payment, on the three consecutive dates, which were later than the sale of Mega Bitan Wines' business, the obligation to C.A.L.  to bear the additional consideration payments, ILS 5 million each, arose on the three consecutive dates.
73. However, the conclusion that there is no room for the additional consideration payments is correct both with respect to the first payment and with respect to the three additional payments. Thus, as also clarified above (paragraph 56), it is in the analysis of the language of the contract.  However, as further clarified below, it is with regard to the plaintiff's argument that a purposive interpretation is supposed to yield at least the additional payments, since it is inconceivable that all the payments will be canceled in one fell swoop, certainly at the stage when Mega has embarked on a new path (and see paragraph 60 of the plaintiffs' summaries).
74. Contrary to the manner in which the plaintiffs seek to present C.A.L.'s thesis, this does not mean that the Mega conditions should be examined only once, and once it exists, the need for an examination in relation to the additional payments becomes superfluous. The opposite is true.  The exam must be conducted, as required by the language of the section, at each payment date and in relation to all the conditions specified in the section, whether they are met and cumulative.  Indeed, the plaintiffs were unlucky and the stay of proceedings order in Mega's case was valid for more than 60 days, and this is before the first payment, in a way that also affected all the subsequent payments in line.  Therefore, when it was necessary for each of the fixed dates for the execution of the additional consideration (30.9.2016, 31.3.2017, 30.9.2017), subject to Mega conditions (and others), to check whether the Mega conditions were met, the answer is in the affirmative.  Indeed, an order was issued (in the past), which was not revoked within 60 days.  The examination is binary, whether an order was issued that was not revoked, or not.  There is no implication, in terms of the agreement that the parties have chosen to draft, that the order has long since been revoked.  Hence, K.A.L.  was not obligated to pay any component of the additional consideration.
75. The argument that the additional consideration payments should be denied only where there is actually an order stands in clear contradiction to the language of the section. Had they wanted, they could have determined that the Mega Terms and the exemption inherent in them are valid only on the date when there is an order, in which case the entitlement to payment is revoked.  For this reason, the absence of the condition, which the plaintiffs wish to call the section, cannot be regarded as a clerical error.  It should be noted that the absurdity of the plaintiffs' position was well illustrated in the interrogation of Adv. Karazi-Goff, who had difficulty demonstrating how the language of the section is consistent with the plaintiffs' interpretation (and see transcript of March 30, 2025, pp.  17, 10-14; pp.  18, 9 and 21; p.  19, 3-5; p.  20, 1-3).
76. A purposive interpretation will also not lead us to the conclusion that at least three of the additional consideration payments should be paid. My conclusion, on the basis of the analysis in the previous chapter of the judgment, is that the relevant examination is not a binary examination, and in any case it has not been proven that in the three additional payments Mega prospered and flourished - correct both in relation to the first payment and in relation to the three subsequent payments.  The attempt to distinguish between Mega's situation goes back to the first payment and lacked evidence after that.
77. The plaintiffs also clung to the principle of good faith in various contexts. No one will dispute the importance of the principle, but the expectation that it will be sufficient for the court to write into the agreement the contractual liability of C.A.L.  for the additional consideration payments is contrary to basic principles of contract law.  We have before us a business-commercial contract that was drafted by commercial parties with great knowledge and strength, who are duly represented.  This is meant to serve as a barrier to introducing amorphous principles into the work of interpretation.  I will add that the plaintiffs' adherence to the principle of good faith appears in the circumstances to be particularly problematic in view of the publication of a going concern note in the reports of Mega under their control, immediately after the conclusion of the agreement.  This matter was at the basis of the counterclaim, which C.A.L.  agreed to delete (and did well), but the plaintiffs' arguments regarding matters of good faith are problematic, as stated.

Conclusion

78. For all the reasons listed above, I order that the claim be dismissed in its entirety.
79. To the question of expenses: action must be taken in this regard in accordance with the principles in Regulations 151 Up to 156 of the Civil Procedure Regulations, 5779-2018. We have before us a large-scale lawsuit, of over ILS 20 million, which had no place and which C.A.L.  was required to defend itself against, in complicated proceedings that lasted a long time.  However, some weight should be given to the counterclaim filed by C.A.L.  (albeit significantly reduced, when C.A.L.  was able to listen to the court's proposal and withdraw from the lawsuit, while saving many resources).  On the basis of all the considerations, the plaintiff, jointly and severally, will bear the fees of C.A.L.'s counsel in the total sum of ILS 300,000.

Given today, January 15, 2026, in the absence of the parties.