Civil Case (Center) 42064-01-25 Kibbutz Buchritz Ltd. vs. Yitzhak Construction and Development Ltd.

On behalf of the plaintiff:                               Adv. Nadav Yariv

On behalf of defendants 1-3 and 5-6: Adv. Yaron Kochman; Adv. Yitzhak Treger; Adv. Shir Tzubari

On behalf of defendant 4:                               Adv. Dor Metzger; Adv. Elad Laron

I have before me a motion to dismiss the claim in limine, on the grounds that its filing was not approved by the competent authority in the plaintiff.

Background

1. At the basis of the dispute that arises in the present application is the claim that no lawful decision was made by the plaintiff to file the claim. If the argument is accepted, it means that in fact the company registered as the "plaintiff" is not a plaintiff in the proceeding at all.  For the sake of convenience, we will hereby refer to this company as "the plaintiff", without the use of this term having any bearing on the decision of its said company.
2. The plaintiff (hereinafter also - "Kibbutz Bucheritz") is a private company that was registered on October 3, 2010. The plaintiff's allocated capital is 999 shares.  Of these, 500 shares are held by "International Measuring Instruments Israel Ltd.", which is wholly owned by Mr. Shalom Buchritz ("Hello"), and 499 shares held by Y.B.  Gal Or Initiation and Investments Ltd.", which is wholly owned by Mr. Yosef Buchritz ("Joseph").  Shalom and Yosef are also the plaintiff's only directors.

From the above, it appears that Kibbutz Buchritz is a company that is almost equally owned by Shalom and Yosef (in the chain) and jointly managed by them.  At this point, it should be noted that Shalom and Yosef are brothers who are in an ongoing dispute, and a number of legal proceedings are underway between them.

3. Defendant 1 is a company wholly owned by defendant 2 ("Answer"), and he is also its only director. Tshuva also holds all the shares of defendant 3.  Defendant 4 is a public company engaged in the field of construction.  Defendants 5-6 are companies held by Teshuva (51%) and by defendant 4 (49%) (the defendants, with the exception of defendant 4, hereinafter referred to as - "Teshuva Group").
4. In the background of the current proceeding is an agreement signed between the plaintiff and Tshuva for cooperation in urban renewal projects in the city of Netanya. For our purposes, it is sufficient for us to detail the matter briefly (for more information regarding the projects and the agreement, see my decision of April 1, 2025 in the request for temporary relief filed by the plaintiff).
5. On September 23, 2008, an agreement was signed between defendant 1, through Teshuva, and a company that later became Kibbutz Bucheritz, through Shalom and Yosef. Together with the agreement, an appendix was signed, and later additional appendices were signed (on June 22, 2010 and October 3, 2010), which changed certain points in the agreement (below we will refer to the agreement and its appendices as one whole, and they will be referred to as - "2008 Agreement").  The agreement stipulates that a joint company will be established that will operate for the purpose of carrying out urban renewal projects in the complexes located on King Solomon Street, Yehuda Hanasi, Rabbi Kook and Borochov Street in Netanya ("Entrepreneurship Complexes").  In the background was the fact that at the time of signing the agreement, defendant 1 held an agreement of principles with 27 of the 32 apartment owners in the complex located on King Solomon Street, and a warning note was even registered in its favor.

As part of the 2008 agreement, the parties undertook not to make a contradictory transaction in connection with the development complexes and not to compete with the joint company's business with respect to these complexes.

6. In accordance with the 2008 agreement, on October 11, 2010, the joint venture was registered under the name of "King Solomon Psagot Ltd."Psagot"). The allocated capital of this company is 100 shares.  The plaintiff holds 75 of the shares while defendant 1 holds 25 of them.  The company's directors are Shalom and Teshuva.  According to the agreement, decisions in the company will be made by a regular majority, except in certain matters where a unanimous decision will be required.

The Ottoman Settlement [Old Version] 19167.     On February 16, 2015, Shalom and Tshuva signed a handwritten document entitled "Memorandum of Understanding" ("2015 Agreement"), which is what he says: