It should be noted that in the decision of April 23, 2025, the defendants were given an extension to file a statement of defense until after the motion for summary dismissal was decided.
Discussion and Decision
- As detailed above, the plaintiff is a company that is almost equally owned by Yosef and Shalom (in the chain), and they are both directors of the company. As long as there is a controlling shareholder in the company, he is Shalom (since he has 500 shares while Yosef has 499 shares). The question to be decided in the framework of the present decision is whether a lawful decision was made by the institution authorized by the plaintiff to file the claim, and whether the defendants have the standing to argue against the validity of the decision. We will first detail the evidentiary basis with regard to the manner in which the decision to file the claim was made.
- According to the plaintiff (as it emerges from Yosef's affidavit in support of the response to the request for temporary relief and from the documents attached to it), the sequence of events with regard to the decision to file the claim was as follows:
On November 4, 2024, Yosef's son, Gal Buchritz ("Gal"), sent Shalom an e-mail with the title "Summoning an Urgent Meeting of Shareholders - Kibbutz Buchritz Ltd.", and signed by Yosef. The document includes a summons to a meeting via Zoom for November 10, 2024, the agenda of which will be the filing of a lawsuit against Tshuva for breach of the 2008 agreement.
On November 10, 2024, Gal sent Shalom an e-mail message in which he wrote that since he did not attend the meeting, a postponed meeting would be held on November 17, 2024. In response to this request, Shalom replied that day, "I am not willing to receive any mail from anyone who is not the shareholder / from you alone!! And as long as you want to have a meeting, it will be a regular meeting and not a Zoom meeting."
On November 17, 2024, according to the plaintiff, the meeting was held, at which the decision to file the lawsuit was made.
- The plaintiff attached a document that she claimed constitutes a transcript of the meeting at which the filing of the claim was approved (Appendix 1 to the response to the response to the request for interim relief). The document is titled "Minutes of the General Meeting and the Board of Directors," and it states that the meeting took place via Zoom on November 17, 2024. According to the document, the only person present at the meeting was Yosef, who was elected chairman of the meeting. On the agenda of the meeting was the appointment of a lawyer and the filing of a lawsuit against Tshuva for violating the 2008 agreement with regard to the development complexes. At the end of the meeting, it was decided to authorize Yosef to appoint a lawyer to file a lawsuit against Tshuva and any other related entity for the breach of the 2008 agreement, and to enter into a fee agreement with the lawyer who would file the lawsuit.
And from here to the questions on the agenda.