This clearly weakens the interpretation of the appellant who seeks to argue that there is no room for considerations of industry competition in cases where one of the reasons detailed does not exist In Sections 8 and10(a) to the law. The legislature's clear and unambiguous intention was that whenever the Director receives an application for renewal of a license, he will give his consideration to considerations of promoting industry competitiveness.
- In the framework of the preliminary proceeding, the appellant referred to the statements made by the representative of the legal counsel to the Economic Affairs Committee in a hearing held on February 14, 2016, according to which with regard to the clause in the bill parallel to section 45, "it is not a matter of the authority to revoke or not to grant a license, it is a matter of considerations that the regulator must consider. This is the section" (Minutes of Session 163, p. 14). However, from the words of the Chairman of the Committee following these words, it is implied that the intention was indeed to allow the Director to refuse to grant a license or to renew it for considerations of promoting industry competitiveness (ibid., pp. 14-16 and 42). In any event, a reading of the words of the representative of the Legal Counsel to the Committee against the background of the entire exchange in the hearing shows that the Appellant's argument constitutes a certain removal of the matter from context. Already at the beginning of that discussion, the assumption arises from the words of the same representative that section 45 of the Law does indeed allow to refrain from renewing a license solely for considerations of industry competition (inter alia, at p. 8). On the other hand, the words quoted by the appellant were made in relation to the question of the director's duty to consult with the supervisor in the operation of the section, and it is implied that they were said only in order to clarify that the section does not deal only with the power to revoke or refuse to renew a license, but establishes a general duty to consider considerations of industry competition, even when cancellation or refusal to renew a license is not necessarily on the agenda.
- 00Another argument heard by the appellant in this context is that the interpretation according to which the manager has the authority to refuse to renew a license solely for reasons of promoting industry competitiveness is contradicted by a proposal to amend the Licensing Law promoted by the Ministry of Transport (Memorandum of the Licensing of Services and Professions in the Automotive Industry Law (Amendment No. 15), 5784-2024 (hereinafter: the Memorandum)). This is a memorandum in which it was proposed to add a clause authorizing the Director to set in the license "terms and conditions aimed at promoting competition in the automotive industry", while noting that the need for the amendment stems from the fact that the Director is currently not authorized to set conditions in the license aimed at promoting competition in the automotive industry. Indeed, there is substance to the appellant's argument that this position is inconsistent with the interpretation according to which competition considerations apply by virtue of section 45 of the Law and allow the determination of conditions in the license for the purpose of promoting industry competitiveness or refusing to renew it. However, it is highly doubtful whether this memorandum, which was submitted after the enactment of the Licensing Law, should be given real weight in the matter (see and compare: Civil Appeal Authority 10011/17 Maital Engineering and Services in Tax Appeal v. Salman, para. 41 (August 19, 2019); see also: Civil Appeal 5628/14 Suleiman v. Suleiman, para. 31 (September 26, 2016) and Aharon Barak, Interpretation of the Law – Interpretation of the Legislation 393-395 (1993), where it was stated that a late bill should be given little interpretive weight). It is also superfluous to note in this context that in the position that the Competition Authority conveyed in relation to the Memorandum on March 26, 2024, it was explicitly stated that in its view, Section 45 clearly enshrines the obligation to consider considerations of industry competition when granting and renewing the license.
0
- Hence the objective purpose of the law. Asdescribed in the introduction, the promotion of competition in the automotive industry is one of the main and declared purposes of the Licensing Law, which appears explicitly in its first section. It is therefore clear that an interpretation whereby the manager is entitled to refuse to renew a license for considerations of promoting industry competition best fulfills this purpose of the Law, while the appellant's opposite interpretation does not advance it. Indeed, the appellant is correct that this is not an exclusive purpose and that the Licensing Law is intended to fulfill additional purposes as aforesaid, such as maintaining the safety of the vehicle, protecting public safety and safety, protecting the consumer, and more. It is not clear, however, how the interpretation she claims will lead to the realization of these purposes. On the other hand, the Director determined in his decision that it is capable of best realizing the other purposes of the law as well.
- Against the background of all of the above, I am of the opinion that the Respondent's interpretation that section 45 of the Law authorizes him to refuse to renew a license for considerations of promoting industry competitiveness is not only the only interpretation that is consistent with the language of the Law, it is also the interpretation that best fulfills its purposes.
- In summary, Section 45 of the Law grants the Director the authority to refuse an application for renewal of a license solely for reasons of promoting industry competitiveness. Indeed, as the Court for Administrative Affairs also held, this power has significant implications, and therefore I accept its conclusion that it should be exercised with due caution and only in cases that require it. But this does not detract from the fact that such authority exists.
- In the margins of this chapter, I will also briefly address the appellant's argument that the court's determination that section 45 cancels the obligation to consult with the advisory council set forth in section 61(1)(a) of the law, is a far-reaching determination that contradicts the explicit words that were said in the legislative process. However, section 61(1)(a) of the law explicitly states that the council will advise the director in cases of "refusal to grant a commercial importer's license, cancellation of the license, suspension or refusal to renew it, in accordance with sections 8 and 10". Therefore, and even if there were any indications in the discussions leading up to the enactment of the law that the obligation to consult with the Council should also be applied to cases in which the Director refuses to renew a license due to considerations of industry competition, the language used by the legislature in the end is unequivocal and unambiguous.
Criteria for exercising authority
- Another argument raised by the appellant in her appeal is that even if the director has the authority to refuse to renew the license in the circumstances of the case, a prerequisite for exercising this power is the existence of clear criteria in the light of which the decision will be made – criteria that have not been determined in the context of our case. I did not find this argument acceptable either.
- There is no dispute that the establishment of administrative guidelines that detail the criteria for exercising the authority delegated to the legal authority entails significant advantages. Such guidelines streamline the work of the authority and make it easier; help maintain uniformity and consistency in its operation; help maintain equality in the exercise of authority; and increase legal certainty and enable the citizen to assess the expected outcome of his case (Appeal Petition/Administrative Claim 9187/07 Luzon v. Ministry of the Interior, para. 38 (July 24, 2008) (hereinafter: the Luzon case); Appeal Petition/Administrative Claim 6329/20 Sommer v. Freedom of Information Commissioner at the Ministry of Justice, para. 15 (July 6, 2022); Yitzhak Zamir, Administrative Authority, 5, 3725-3726 (2020) (hereinafter: Zamir, Administrative Authority); Yitzhak Zamir, "Administrative Guidelines," Hapraklit 38, 18, 21-22 (1989) (hereinafter: Zamir)). However, as a rule, the authority is not obligated to set guidelines for the exercise of its authority. And as it was said recently:
"The premise is that the administrative authority has no obligation to set internal guidelines, but rather it is essentially a voluntary authority [...]. As Justice Yitzhak Zamir explained so well in his academic writing, 'It is clear that there is no practical possibility, or even legal obligation, to establish guidelines for any of the authority's powers. There are powers that are exercised only rarely, and they can be exercised in each and every case efficiently and appropriately, even without instructions; There are powers for which it is very difficult, and perhaps even undesirable, to set guidelines for them; and there are also authorities of such little importance that they are not worth the trouble of preparing guidelines' (Zamir, at p. 35). And to be precise, 'formulating a set of rules... It requires effort and investment of resources. The question is whether the authority can justify this initial effort by sparing itself work in the stages that will come later in the process of handling concrete requests [...]' (Yoav)Dotan, "The Duty to Establish Administrative Rules" Mishpatim 23, 437, 460 (1994))" (High Court of Justice 69014-11-24 Har Shemesh v. Director of the Tax Authority, para. 6 (May 13, 2025); see also: Luzon case, para. 39; High Court of Justice 5023/16 MK Mickey Rosenthal v. Attorney General, para. 19 (March 12, 2020); Dafna Barak-Erez, Administrative Law, Vol. 1, 231 (2010) (hereinafter: Barak-Erez)).
- Indeed, this Court has previously held in certain contexts that the authority is obligated to set guidelines for the purpose of exercising its authority, mainly against the background of a concern of arbitrary or unequal decisions (for example, it was held in the context of the allocation of limited public resources (High Court of Justice 59/88 Zaban v. Minister of Finance, IsrSC 42(4) 705 (1989); High Court of Justice 8300/02 Nasser v. Government of Israel, paragraphs 35-36 (May 22, 2012); Appeal Petition/Administrative Claim 122/19 Zichron Ze'ev Zvi v. Jerusalem Municipal Council, para. 24 (August 4, 2019); High Court of Justice 7922/19 Financial Justice Association v. Chief of the General Staff, para. 47 (September 15, 2025) (hereinafter: the Financial Justice Matter); High Court of Justice 59/83 Cohen v. Mayor of Jerusalem, IsrSC 37(3) 318, 322-323 (1983)); of exercising enforcement powers (Criminal Appeals Authority 3676/08 Zeno v. State of Israel, paragraphs 35-38 (July 27, 2009); Request for Leave to Appeal 1126/18 Zarguzi v. Population and Immigration Authority - Ministry of the Interior, paragraphs 66-67 (September 30, 2021)); and of exercising powers with broad public effects (HCJ 6732/20 Association for Civil Rights in Israel v. Knesset, paragraphs 45-46 (March 1, 2021)). However, as noted, this is not the default in each case (see also: Barak-Erez, 232-234; Zamir, The Administrative Authority, pp. 3733-3737; Yoav Dotan, "The Duty to Establish Administrative Rules," Mishpatim 23, 458-460 (1994)). In our case, taking into account the nature of the authority at hand – a refusal to grant or renew a license or to set conditions in a license for reasons relating to the promotion of sectoral competitiveness in the economy – I am not persuaded that there is room to oblige the determination of criteria for its operation, certainly not in a manner that leads to the nullification of the decision of the manager who is the subject of our case. As the Court for Administrative Affairs held, this is an authority whose necessary considerations are derived from the law (see in this regard sections 1, 6, 8, 10, 41 and 45 of the Law and section 11 of the Concentration Law; and compare: The Financial Justice Matterparagraphs 40-49). In addition, the authority is based on an in-depth examination of the specific circumstances of the market and the requested license, sometimes in consultation with the relevant professional bodies, and the decision given by virtue of it is an individual, detailed and reasoned decision, so that there is no concern of arbitrariness. In these circumstances, and even if the determination of criteria is likely to benefit the decision-making process (and it seems that this is also the opinion of the respondent, while he is currently promoting criteria for the exercise of the authority) – this does not lead to the conclusion that the decision in our case, without such criteria being determined, justifies its nullity.
The Decision-Making Process and the Exercise of Discretion
- Alongside the appellant's arguments on the level of authority and regarding the need to set standards, arguments were also raised in the appeal regarding the decision-making process and the manner in which the director's discretion was exercised. In this regard, it was essentially argued that the court erred in rejecting her petition despite the fact that the director's decision was given on the basis of an insufficient factual basis and in violation of her right to plead; disproportionately violates its constitutional rights; harms the interest of its reliance and expectation; It does not give sufficient weight to all the relevant considerations, including the additional purposes of the Licensing Law and the appellant's claims of infringement of her rights. The appellant further argued that there were failures in the Authority's opinion on which the Director relied in his decision, and that the Court erred in not addressing them. As will be detailed below, I did not find in these arguments any fact.
- As to the decision-making process and the infrastructure that underpinned it. As the court noted, the director's decision was not made casually. It was given at the end of an orderly and in-depth process, in which two detailed opinions were received by the Competition Authority; A written and oral hearing was held, during which the appellant was given an opportunity to present her arguments; An internal hearing was held with the respondent in her case; The Competition Authority received a supplementary response to the appellant's arguments at the hearing. At the end of all this, the director made a reasoned decision in which he decided to adopt the Authority's position regarding the products of Yamaha and Kawasaki. Contrary to the appellant's claim, this is not a "speculative decision that was made without any basis", but rather a decision that relied on a well-established infrastructure, and in particular on the opinion of the Authority, which is the professional, expert and knowledgeable entity, tools and accumulated experience to prepare such opinions (see and compare: Civil Appeal 8387/20 Ashdod Port Company in Tax Appeal v. Competition Commissioner, paragraph 44 and references there (January 8, 2024) (hereinafter: The Ashdod Port Matter)). In addition, contrary to what was implied by the appellant, the manager did not blindly follow the Authority's recommendations, but rather acted according to his independent judgment, and deviated from the Authority's recommendations regarding Sun Yang's products, where he believed that this should be done. In addition, contrary to what is implied by the appellant's arguments, not only was she given the opportunity to present her arguments in a written and oral hearing, but she was also given the opportunity to transfer the completion of the argument following new documents that were transferred from the Authority to the Director before the decision was made; and even afterwards she was given the opportunity to meet again with the respondent's representatives and to discuss things with them. Indeed, after the oral hearing, the Director held an additional dialogue with the Authority, but this fact does not lead to the conclusion that the Appellant's right to plead was violated, especially in view of the fact that the Authority's position in this framework was that the Appellant's arguments do not change her opinion.
- As for the claim of infringement of constitutional rights. Similar to the Administration and the Court for Administrative Affairs, I am prepared to assume that the decision constitutes an infringement of the Appellant's freedom of occupation and even her property right (and see, regarding the freedom of occupation of a corporation: High Court of Justice 726/94 Clal Insurance Company in Tax Appeal v. Minister of Finance, IsrSC 48(5) 441, 471 (1994); High Court of Justice 4406/16 Association of Banks in Israel (NPO) v. Israeli Knesset, para. 34 (September 29, 2016); and see and compare regarding the property right of a corporation: High Court of Justice 6971/11 Eitanit Construction Products in Tax Appeal v. State of Israel, para. 16 (April 2, 2013); High Court of Justice 3964/23 The Movement for Quality Government in Israel v. The Knesset, paragraph 97 of the opinion of President Amit and paragraphs 36-41 of the opinion of my colleague Vice-President Sohlberg (July 31, 2025)). However, I am not persuaded that this is a disproportionate injury. As the trial court noted, from the Administration's decision and the professional opinion on which it relied, it emerges that splitting the licenses for importing Yamaha and Kawasaki products between competing importers will promote competitiveness in the industry and lead to lower prices; that there is no less harmful means that can achieve the purpose of promoting competition in the industry, in light of the market situation; and that the benefit that will accrue to the public as a result of the splitting of the licenses is high and significant, and exceeds the damage that will be caused to the appellant as a result of the decision. The appellant was given various opportunities to deal with these findings and to present more proportionate alternatives to her approach – both at the hearing and, beyond the letter of the law, after the decision was made – but she was unable to do so. Needless to say, the appellant's argument that the respondent should have presented more proportionate alternatives is irrelevant.
I will add and mention in this context that the Administrator adopted the Authority's recommendations only partially and allowed the Appellant to continue to import Sun Yang products without limitation, out of a desire to mitigate the harm caused to it. It is not impossible that if he had adopted the recommendations on their heads, sacrifices and their companions, there would have been nothing wrong with this, taking into account the professional infrastructure laid by the Authority. If so, it is certain that in circumstances in which it was decided to mitigate the harm and even to give the appellant opportunities to offer alternatives that would moderate it even more, but it did not succeed, there is no reason to intervene in the most balanced decision of the director.
- As to the claim of harm to the interest of reliance and expectation. Indeed, the appellant is correct that when an administrative authority decides on an application for renewal of a license, it must give weight to the reliance and expectation of the license holder that it will be renewed (and see: High Court of Justice 171/78 Ashkar in Tax Appeal v. Minister of Labor and Social Welfare, IsrSC 36(3) 141, 148-149 (1982) (hereinafter: the Eshkar case); Appeal Petition/Administrative Claim 469/03 Hasharon Service Takasi in Tax Appeal v. Gavriel Navon, Commissioner of Public Transportation Planning, Tel Aviv Districts, IsrSC 58(3) 729, 744 (2004); Appeal Petition/Administrative Claim 3956/19 El-Nal Import and Marketing inTax Appeal v. Ministry of Economy and Industry, para. 34 (February 16, 2020) (hereinafter: the El-Nal case)). However, this consideration is not an exclusive consideration, and where there are special reasons justifying it, the authority may refuse to grant the requested license (Eshkar, pp. 148-149; Appeal Petition/Administrative Claim 4848/04 Bechor v. Mordechai (Moti) Sasson - Mayor of Holon, paragraph 4 of the judgment of Justice Cheshin, which remained in the minority regarding the result (September 20, 2007); the El-Nal case, paragraph 34; High Court of Justice 8082/15 35 Association for the Elderly v. Ministry of Social Affairs and Social Services, para. 20 (July 10, 2016)). In our case, the Director presented a special reason in the form of considerations for the promotion of industry competitiveness – considerations that he is obligated under the Licensing Law to consider in such applications – while relying on the professional opinion of the competent authority. In this regard, I have no choice but to refer again to the content of this opinion, which was detailed above.
Indeed, in 2016, after the enactment of the Licensing Law, the Administration renewed the Appellant's import license. However, the respondent's response indicates that this was only a short time after the law came into effect, when at that time consideration had not yet been given to the manner of its implementation and its provisions were not given emphasis in examining the applications. In these circumstances, I do not believe that the decision to renew the license the previous time increases the appellant's reliance or leads to the conclusion that the director's decision cannot stand. It is also superfluous to note in this context that in 2021, in the framework of a decision given by the Director to renew the appellant's license for the import of Gogoro products, it was noted that the granting of the license raises concerns of harm to competition in the market, to which a response may be provided in the future when examining the application for renewal of the license for Yamaha products. In any event, even if it was found that there was a defect in the fact that in the innovation that was made in 2016, considerations of competition considerations were not taken into account and the matter was not examined in depth, this does not justify the conclusion that the appellant claims (and compare: High Court of Justice 1407/18 Kopolak (1949) inTax Appeal v. Director of the Department of Medical Preparations Registration, Pharmacy Division, Ministry of Health, paragraph 32 (August 19, 2019); High Court of Justice 5342/12 Ramirez Levy v. Ministry of the Interior, paragraph 15 (December 6, 2015); High Court of Justice 1602/21 The Movement for Quality Government in Israel v. The Ministerial Committee for National Security Affairs, paragraph 10 (August 10, 2021); High Court of Justice 547/84 Oof HaEmek, Registered Agricultural Cooperative Society v. Ramat Yishai Local CouncilIsrSC 40(1) 113, 145-146 (1986)).
- As for the argument that the decision did not give weight to all the relevant considerations. A review of the Administrator's decision shows that he did not lose sight of the appellant's various arguments, and these were discussed and rejected by him in a reasoned decision. In the meantime, the Director did not lose sight of the appellant's claims of infringement of her constitutional rights or lack of authority, and he rejected them in a reasoned manner. Nor did he lose sight of her claims of giving excessive weight to considerations of competition vis-à-vis the other purposes of the law. The Director was well aware of this and even explicitly stated that splitting the licenses would lead to the realization of these purposes in the best possible way.
- and as to the claim that the court erred in not seeking the opinion of the authority on its merits. As it has been determined more than once:
"The administrative court will examine the authority's decision in a proceeding before it on the grounds of judicial review, but it does not serve as a decision-making court in place of the administrative authority; He does not consider her considerations and will not replace her judgment with his own [...]. As long as the decision of the authority does not deviate from the range of reasonableness, that is, as long as it is a decision that a reasonable administrative authority could have made, the court will not intervene in the decision [...]. This is usually the case, and this is especially the case when the administrative authority bases its decision on the professional opinions of professional bodies [...]. Where the authority employs experts on its behalf, the court will not appoint an expert, and it will certainly not appoint an expert in its place to decide on the merits of a professional dispute. Indeed, every problem will always have several solutions and solutions. It is even possible that the court will favor a decision that favors this solution and not another. But this does not lead the court to replace the discretion of the authority with its own discretion [...]. This is the case in the High Court of Justice, and of course also in the District Court sitting as the Court for Administrative Affairs, and in any judicial instance required by the rules of administrative law" (Application for Administrative Appeal 3186/03 State of Israel v. Ein Dor, IsrSC 58(4) 754, 766-767 (2004); see also: Appeal of Petition/Administrative Claim 6466/19 Ministry of Defense v. Nursing Companies Association, para. 29 (October 11, 2020)).