Civil Case (Tel Aviv) 40568-01-23 Alon Goldstein et al. v. MHR Investment Management Ltd. - part 3

(1)   It has been proven to the satisfaction of the court that one of the partners is permanently insane; This request shall come from a person who is entitled to claim that partner or one of the other partners;

(2)   One of the partners, who is not the applicant, has become on behalf of another who is permanently incapable of fulfilling his duties under the partnership agreement;

(3)   One of the partners, who is not the applicant, is guilty of conduct that, in the opinion of the court, taking into account the nature of the partnership's business, may adversely affect the management of its business;

(4)   One of the partners, who is not the applicant, intentionally or permanently violates the partnership agreement, or behaves in other matters relating to the partnership in such a way that the other partners have no reasonable practical possibility to continue managing the partnership business with him;

(5)   It is no longer possible to manage the business of the partnership except at a loss;

(6)   Whenever circumstances arise that, in the opinion of the court, dissolve the partnership in an act of justice and honesty".

80. The liquidation application in the heading was filed, as stated, based on the grounds for liquidation set forth in sections 45(4) and 45(6) of the Ordinance.
81. The ground for dissolution set forth in section 45(4) of the Ordinance is, in effect, given to a split into two grounds, each of which is sufficient to exist separately in order for a cause of action for the dissolution of the partnership. First, intentional or permanent breach of the partnership agreement; and second, conduct in matters other than the breach of the agreement, in such a way that there is no reasonable practical possibility of continuing the partnership business with that partner (David Frenkel and Zvi Frenkel, Partnership Law in Israel, Third Edition Expanded 2020, 256-258 (hereinafter: "Frenkel, Partnership Law in Israel").
82. The ground for liquidation under section 45(6) of the Ordinance is a residual cause that is entirely at the discretion of the court. Despite being a residual cause, it constitutes an independent cause that cannot be interpreted as subordinate to the other grounds.  The cause of liquidation for reasons of "justice and honesty" is also fixed in relation to the liquidation of companies and associations, which makes it possible to encompass from the rulings that have been ruled regarding corporate law and the law of associations also in the matter of partnerships (Frenkel, Partnership Law in Israel, (hereinafter: "Frenkel"), pp.  259-262).  Circumstances "which, in the opinion of the court, make the dissolution of the partnership an act of justice and honesty" may include the action of one of the partners in the partnership as his own without regard for the rights of other partners, a loss of trust between the partners, or a partner's refusal to submit accounts to other partners (Frenkel, pp.  259-262).
83. MHR does not dispute the basic factual basis on which the liquidation application is based with respect to the transfers of funds and rights in the property. Its arguments are divided into three categories: one - a legal impediment on the part of the applicants to file the proceeding in the heading; second, the applicants did not substantiate their claims of loss of confidence in it; Third, that there is no reason to grant a drastic relief of the dissolution of the limited partnership, which is inappropriate to the interest of the applicants, the other limited partners and the respondent.
84. The legal impediment argument made by the Respondent is based on the provision of clause 9.2 of the partnership agreement entitled "dissolution", which states that "the limited partnership will be dissolved only in one of the following cases: if it is decided by the general partner to dissolve the partnership with the consent of a regular majority of the limited partners (clause 9.2.1 of the agreement); If an order is issued, or a decision is made, with binding legal effect, regarding the dissolution of the General Partner, other than liquidation for the purpose of merging with another company or restructuring of the General Partner (clause 9.2.2 of the Agreement); If a general receiver is appointed over all of the general partner's assets in a manner that will grant the receiver control over the general partner's business (clause 9.2.23 of the agreement); or if the General Partner is declared insolvent (clause 9.2.4 of the Agreement).
85. This argument was examined as a threshold argument and was rejected in a decision of March 21, 2023, in which the distinction between the arrangements in the Partnerships Ordinance dealing with liquidation by the partners and liquidation by the court, whose authority, I believed, should not be conditional. With regard to the possibility of stipulating the right to take action, it was held that even if it were possible, in any case "...  The partnership agreement in our case does not negate the power of the partners to appeal to the court..."
86. An application for leave to appeal filed by the Respondent against the decision of March 21, 2023 was rejected by the Supreme Court (the Honorable Justice D. Mintz) in its decision of June 25, 2023 (Civil Appeal Authority 3848/23).  In its decision rejecting the application for leave to appeal, the court noted that it found the applicants' argument that the provisions of section 45 of the Ordinance can be conditioned and the court's authority to order the dissolution of the partnership, or to deny a partner's right to apply to the court with a request that it exercise its authority (paragraph 6 of the decision).  Even if the words were said as a side note, without a final and binding decision, I believe that they should be adopted.
87. The Respondent insists on the argument that the use of the words "only" in clause 9.2 of the partnership agreement expresses the intention of the parties to deny the partners the power to apply to the court, and it refers to a case law in which it was held, incidentally, that "... It is doubtful in my opinion whether in the circumstances of the case, the applicants indeed have the right to request the dissolution of the partnership by the court, when they waived this right in the partnership agreement" (Opening Motion 48408-12-18 Moshe Barach in an appeal under the Disabled Persons Law v.  Nahalat Asher (Nevo, February 17, 2019), para.  45).
88. After I have re-examined the matter, I remain of the opinion that this argument of the Respondent should be rejected, on the basis of the same reasons that I detailed in the decision of March 21, 2023, and I will repeat the main points in summary.
89. The Partnerships Ordinance distinguishes between the dissolution of a partnership by a notice of one of the partners or by a partner in accordance with the provisions of the agreement between the partners or the control of an event from the events listed in sections 42-44 of the Ordinance, and the dissolution of the partnership by the court, if there is some grounds for liquidation listed in section 45 of the Partnerships Ordinance.
90. When it comes to the dissolution of the partnership according to the notice of one of the partners, it is the notice of the partner that creates the act of dissolution. On the other hand, when it comes to the dissolution of a partnership by the court, by virtue of section 45 of the Partnerships Ordinance, it is the judgment ordering the dissolution of the partnership that creates the dissolution of the partnership.
91. This distinction between the liquidation tracks was discussed by the Supreme Court in its judgment in the matter of Civil Appeal Authority 8521/09 Biran v. Adv. Adv. Hermolin (Nevo, October 2, 2014), where it was held, in paragraph 24 of the judgment, that:

"....The Partnerships Ordinance, like the English Act, distinguishes between grounds for dissolution by virtue of the law, on the basis of which any partner can bring about the dissolution of the partnerships (such as the grounds listed in sections 41-44 of the Ordinance), and grounds on which the court may, at the request of a partner, order the dissolution of the partnership.  Whereas in the first type of causes - the nature of the judgment given by the court following a lawsuit before it is purely declarative, a judgment given by the court, at its discretion, by virtue of grounds of the second type - is constitutional, and it is what creates the dissolution of the partnership..." (Emphasis added.  S.Y.).

92. The provisions of the Partnerships Ordinance regarding the dissolution of a partnership all focus on the internal relations between the partners, both with regard to the grounds for liquidation and with regard to the liquidation proceeding. However, while according to the first group of grounds (listed in sections 41-44 of the Ordinance), any partner can bring about the dissolution of the partnership, according to the second group of grounds, the court is authorized to order the dissolution of the partnership.
93. In my opinion, this distinction also makes a distinction with respect to the possibility of stipulating the provisions of each of the sections.
94. While with regard to the mutual rights and obligations of the partners, whether they are defined in the Partnerships Ordinance or set forth in the agreement, the partners have the option of regulating the internal relationship between them as they see fit and even changing it, with the consent of all the partners (section 30 of the Partnerships Ordinance), this freedom does not allow them to condition the authority given to the court, since it is external to the relationship between the partners.
95. The language of the Ordinance also supports this distinction. Thus, the Partnerships Ordinance expressly stipulates that the partners are entitled to condition the liquidation provisions set forth in sections 41-43 of the Ordinance, the authority to activate which is given to the partners, and all of them are subject, as expressly appears from the language of these sections, to a different agreement between the partners.  In other words, where the power is in the hands of the partners to dissolve the partnership, they are entitled to limit this power (it should be noted that although the power to exercise the ground for dissolution set forth in section 44 of the Partnerships Ordinance is given to the partners, the section does not permit it to be subject to any other agreement between the partners, for the reason that the consent of the partners does not legitimize a prohibited act).
96. The authority to order the dissolution of the partnership according to the grounds specified in section 45 of the Partnerships Ordinance, on the other hand, is given to the court and not to the partners, and the parties do not have the power to stipulate this power. This is also supported by the language of the section, which, unlike the provisions of sections 41-42, does not include an explicit provision regarding the ability of the partners to stipulate what is stated in the section, in the sense of "you do not hear from all of them".
97. The partnership agreement in our case also does not include an explicit restriction on the possibility of applying to the court for the dissolution of the partnership, and in my opinion, the words "only" included in the clause are not sufficient to indicate the express intention of the parties to limit their right to appeal to the courts and to deny them their right to appeal to the courts in circumstances in which they believe that the general partner is acting in contravention of the partnership agreement or dissolving his obligations towards them.
98. In light of the above, I did not see fit to accept the Respondent's argument that the provision of clause 9.2 of the Partners Agreement is sufficient to bring about the rejection of the application.
99. I also did not see fit to accept the respondent's argument that the clarification of the application in a proceeding under Regulation 54 of the Civil Procedure Regulations, 5779-2018, replaced the filing of a lawful civil suit, which severely infringed on the respondents' right to access the courts. Beyond the fact that this argument was raised by the respondents only in the framework of their summaries and they did not raise this argument at earlier stages of the proceeding, I also do not believe that their rights were detracted from in the way of clarifying the application.  The respondent was given the opportunity to submit additional documents even after submitting her response to the application, and even after the interrogation of the declarants on her behalf (whom she did submit), she was given the opportunity to cross-examine the declarant on behalf of the applicants, the declarants on their behalf were questioned at length about their affidavits and they summarized their arguments in writing and at length.
100. With regard to the question of whether the Applicants were able to establish the alleged grounds for liquidation, I will preface by noting that the Respondent in its claims tried to link the dispute between the parties with the dispute between the Respondent and the German partner, but as far as the alleged grounds for liquidation are concerned, there is no basis for this. The Applicants' arguments focus on the level of the relationship between them, as limited partners in the limited partnership, and the Respondent as its general partner.  The Applicants' arguments do not relate at all to the proceeds from the sale of the property or to what is done in the German partnership or the Dutch company in which the limited partnership holds Aqiba shares, but rather with the indisputable investment funds that reached the Respondent's pocket, from the first day of the investment, or with the funds that were not explained for the uses made thereof.
101. With regard to the financial aspect, MHR refers its claims to the box "General Partner's Success Fee" in clause 5.2 of the Partnership Agreement. This section, entitled "Expenses to be Covered by the Partnership", instructs that "the Partnership will bear all expenses incurred by its operations, including: the costs of establishing the partnership, fees, expenses and payments related to the purchase, holding and sale of the investments (regardless of whether or not the transaction has been executed) including expenses for due diligence of the investments, success fees of the general partner, travel expenses including flights, brokerage fees and brokers, Commercial and investment banking services, trust and underwriting services, taxes, fees and other government payments, accountants and auditors, lawyers, financing expenses, expenses related to claims and threats of lawsuits, including indemnification and insurance expenses, and any other expenses that may be attributable to the activities of the partnership.  The partnership will indemnify the general partner and its related entities for expenses as stated above incurred by them on behalf of and for the partnership."
102. There is no dispute that the nature of the payment as well as the rate of the success fee are not mentioned in the partnership agreement and MHR does not even refer to any document that indicates an engagement between the limited partnership and any party, including MHR itself, or between the respondent and the applicants, which defines what "success" is and what "success fees" are or how they are calculated. Yagil Manovich claimed in his testimony that "we are entitled to brokerage fees for the transaction we made, we brought the money, we deserve it, we brought the investor, we deserve the brokerage fees (p.  296, lines 19-20), but the amount of brokerage fees due to the respondent, according to her, is not mentioned in the partnership agreement or in any other document, not even by way of reference to "what is customary in the field".  From these words it emerges that the success fees, also known as 'brokerage fees', were not known in advance and in any case were not even agreed upon in advance, and that their rate was determined by the respondent herself, even if according to her position, in accordance with accepted standards in the field.
103. With regard to its share in the property, MHR claims that since it undertook to provide the limited partners with rights in the property at a rate of 50%, and did so, the question of whether it was able to obtain additional rights for itself is of no importance. As Mr. Hermon put it in his testimony: "...  So I say a business matter between us and our partner, not related to investors at all, you ask what are his considerations to agree or disagree? What does it have to do with it? An irrelevant question is my answer."
104. Section 29 of the Partnerships Ordinance, entitled "Duty of a Partner to His Partner", states that "the duty of partners is to conduct the business of the partnership for the common benefit, to be honest and loyal to each other and to provide each partner or his representative with correct accounts and complete information in any matter relating to the partnership."
105. The structure of the relationship between the general partner and the limited partner in the limited partnership, in which the limited partners enter into the partnership at the time of the engagement, while the power to bind the partnership and manage its affairs is given only to the general partner, requires an increased degree of trust, loyalty, fairness and good faith on the part of the general partner towards the limited partners. These duties form the basis for a fair partnership relationship.
106. The general structure of the duty of trust rests on two legs: the prohibition of conflict of interest and the duty of full disclosure. Together, the two rules create a preventive legal regime, where the prohibition of conflict of interest deals with the fiduciary's self-preference and the duty of full disclosure deals with the problem of partial information (Amir Licht, The Law of Trust: The Duty of Trust in a Corporation and the General Law, 5773-2013, p.  67).
107. The examination of the declarants on behalf of the respondent clearly shows that the rate of the success fee was not determined in advance at the time of the engagement with the applicants in the partnership agreement. This means that the Respondent acted in a conflict of interest when the "negotiations" regarding the amount of the success fees were conducted, in fact, with herself, and as a result, it was she who determined the rate of the success fees or brokerage fees paid to her.  In doing so, the Respondent acted in a conflict of interest, even if it was stated in the agreement that the success fee was paid to the general partner, and even if the applicants should have understood that these success fees, which are detailed in clause 5.2 of the agreement, are paid to the general partner as distinct from the 10% paid to them out of the profit that would have grown into the partnership at the time of the sale of the property.
108. In addition, the Respondent breached the duty of disclosure that applied to it both in light of the explicit language of section 29 of the Partnerships Ordinance and in view of the existence of such fiduciary duties. From the evidence before me, it appears that the respondent did not present the limited partners with complete and reliable information regarding the use made of the partners' funds and left in its hands funds at a rate that significantly exceeds the rates set out in the agreement (even beyond the "success fee for the general partner", the rate of which, as aforesaid, was not specified), while taking advantage of its advantage in information and management power.  Its compelling, and sometimes contradictory, explanations for those actions, based on a vague contractual provision, are far from reflecting its obligation to provide and the right of the limited partners to receive "correct accounts and complete information in any matter relating to the partnership" as stipulated in section 29 of the Partnerships Ordinance.
109. Thus, inter alia, the partnership's financial statements did not reflect the brokerage fees paid to the general partner (and his German partner) in the amount of €457,905 each, fees that were not explicitly mentioned in the partnership agreement or in the presentation presented to the investors as being paid to the respondent.  Moreover, these sums were paid to the Respondent from the German Partnership (which is not at all a party to the Partnership Agreement) in a manner that enabled the Respondent not to give direct expression to these amounts in the financial statements of the Limited Partnership.
110. In addition, the investors were not given an explanation or details regarding the discrepancies, the existence of which there is no dispute, between the sums invested by the limited partners and the amount transferred to the German partnership. Regarding this discrepancy, Mr. Yagil Manovich noted in his testimony, "I don't know, Shoval will answer him with certainty, there is a possibility that this money was taken and later paid to Patrick in Germany because he paid purchase tax, it's all accounting matters, all these matters can be checked, it's work but they can be checked, but the fact that the money is here doesn't mean that it's his final destination here" (p.  292, Lines 3-7 of the minutes of the hearing of January 16, 2024).  It can be learned from this testimony that despite the Respondent's claim of transparency, the details of the uses made of the investment funds were not provided, not in real time or even after the application was filed.  It should also be noted in this context that despite the opportunity given to the Respondent to produce a copy of all the invoices it issued to the Limited Partnership in respect of the transaction, the invoices submitted by it on January 31, 2024 were all invoices issued to the Dutch company, and none of them have any indication that they were produced in connection with the Limited Partnership in question.  Moreover, from the invoices that were attached, it is not even possible to learn the nature of the payment with respect to all of them, without exception, the description of the payment reads "Granting and the negotiation of credit and guarantees".  This means that even within the framework of the proceeding, and despite the arguments raised by the Applicants in this regard, the investors were not given an explanation or details regarding the gap between the sums invested by the limited partners and the amount transferred to the German partnership.
111. Even in concealing the fact that the Respondent owns 25% of the Trace D shares , the Respondent breached its duty to provide the Applicants with complete information on any matter relating to the partnership. As noted, in a presentation presented to investors prior to the execution of the investment in the partnership, it was noted that in exchange for the capital required for the purchase of the property (25% of the cost of the property, with the remaining amount to be financed through bank financing), the limited partnership would receive 50% of the rights in the property, while "the remaining 50% remained in the hands of a local partner responsible for the ongoing maintenance of the property".  From the documents attached to the liquidation application and were not concealed, it appears that the Tracking D shares were allocated to the general partner as early as April 5, 2017, while the Applicant recruited investors for the limited partnership even after that date, inter alia, based on the representation that 50% of the property is given to the local partner, without updating the presentation and without mentioning that the Respondent has a direct, identical interest in status, to the interest of the Applicants.
112. The fact that the allocation of the Aqiba shares to the Respondent did not detract from the share of the limited partnership in the profits that arose from the sale of the property or created an identity of interests between the Applicants and the Respondent, does not increase or decrease it. The limited partner is obligated to provide the limited partners with complete information regarding any matter relating to the partnership, and this information also includes information regarding the structure of the investments made by the partnership, and in particular whether the general partner has a personal interest in the transaction.
113. On the basis of the aforesaid, I am of the opinion that the Applicants have been able to prove that the Respondent breached its obligations to the Limited Partners in a manner that led to their complete loss of confidence in the Respondent, and that in these circumstances there is no reason to force the Applicants to continue the partnership relations with the Respondent, and there is a cause for liquidation of the company in accordance with the provision of section 45(6) of the Partnerships Ordinance. To be precise, the loss of trust does not stem from the existence of a dispute as to the Respondent's right to collect sums of one kind or another.  The loss of trust stems from the fact that the Respondent breached its duty under section 29 of the Partnerships Ordinance to provide each partner with correct accounts and complete information in any matter relating to the partnership.
114. In this context, I will note that I accept the respondent's position that in order for a cause of liquidation to be able to be based on a loss of confidence, a subjective loss of trust is not enough, but precisely for this reason there is no substance in their argument that the testimony of applicant 1 could not be satisfied and it was necessary to hear all the applicants.
115. These circumstances, in my opinion, also establish grounds for dissolution of the partnership on the basis of the provision of section 45(4) of the Partnerships Ordinance, according to which the court may order the dissolution of the partnership, at the request of a partner, where "one of the partners, who is not the applicant, willfully or permanently dissolves the partnership agreement, or behaves in other matters relating to the partnership in such a way that the other partners have no reasonable practical possibility to continue with him in managing the partnership business". Admittedly, in a limited partnership, the limited partners are not partners in the management of the partnership's business, and in this sense, as the respondent claims, there is no concern that the partnership will find itself in a "dead end", but in my opinion, in the absence of trust, which is the foundation and infrastructure for the partnership's relationship, the reasonable practical possibility of continuing to maintain the partnership is also prevented.
116. I will now turn to the arguments that concern the court's discretion in granting the relief and the claim that there is no justification for granting it in the circumstances of the present case. These were raised in three contexts - one, the will of the limited partners, the second, the argument that the liquidation proceeding is contrary to the interest of the limited partners, and the third, the argument that there is no reason to issue a liquidation order when the limited partnership's property has already been sold, and the only activity remaining in the partnership concerns actions to transfer the sale proceeds to the limited partnership's account and distribute them to the respondents, inter alia, since the issuance of the liquidation order will impose substantial expenses on the partnership.
117. As to the wishes of the limited partners, it should be noted that in the first place, the applicants constituted about 40% of the limited partners. In a decision dated May 3, 2023, an instruction was given regarding the sending of notices by MHR to all limited partners "in the wording agreed upon between the parties...  [Where] it is clarified that the right of every limited partner to appear for the hearing and to express his position on the application, subject to the submission of an objection or a verified agreement in an affidavit...".  On January 3, 2024, the Applicants submitted to the court file 17 affidavits of additional partners supporting the liquidation request, and on the other hand, the Respondent submitted 5 objections by partners, four of which did not have a supporting affidavit.  It should be noted that the Respondent did not dispute the authenticity of the affidavits attached by the Applicants and did not see the need to interrogate any of them.  It did not even name any of the original applicants it wished to investigate, other than the declarant on their behalf. 
118. This means that more than 70% of the limited partners have positively expressed their desire to dissolve the partnership based on the reasons for the request. In these circumstances, there is a real difficulty in accepting the Respondent's argument in this matter or in the matter of the expenses involved in the liquidation proceeding, which are deducted from the share of the limited partners themselves.
119. With regard to the argument concerning the alleged influence of Müller, to whom the Applicants for information were contacted for the purpose of preparing the application, it is impossible to understand how from the claim that Müller should not be trusted, MHR decrees that trust should be given specifically in it and its managers - especially given that those very managers are the ones who saw fit to engage with Müller and against the background of the above findings as to the manner in which they conduct themselves vis-à-vis the limited partners.
120. Nor have I found any basis for the claim that the Applicants are acting on behalf of or on behalf of Mr. Muller or are being operated by him as "puppets on a string", as the Respondent claiMs. I do not see any fault in the fact that the applicants, in their distress and out of a feeling (which turned out to be correct) that they had not been provided with full information regarding their investments, contacted the German partner with a request for information regarding their own funds. In any event, even the information provided to them by Mueller, in its entirety, turned out to be correct and accurate information and was not concealed by the respondent.  The Respondent, on the other hand, did not lay the slightest evidence that Mr. Mueller was behind the filing of the liquidation or that the Respondents were operated by him.
121. As for the argument that there is no point in dissolving the partnership, since all that remains is to transfer the funds already in the partnership's account in Germany to Israel, so that the appointment of a liquidator will cause tremendous damages, especially to the applicants, I will note that this argument ignores the fact that the stage of accounting and distributing the funds, especially in a partnership that was established in advance for a limited period and for a defined purpose, and when the transfer of the current payments has long since stopped, is a main and central stage in its activity, as well as the fact that those who bear these costs are, as stated, the At the end of the day, the limited partners themselves, the vast majority of whom support the dissolution of the partnership.
122. Finally, I will note that I did not find any substance in the respondent's argument that the liquidation remedy is a drastic remedy that there is no reason to grant it in the circumstances of the case, since "contrary to the fact that liquidation is a 'drastic remedy' in the world of corporate law, it is the default in the world of partnership law" (Hermolin, supra, at paragraph 24). Admittedly, the liquidation of a partnership's business following its dissolution "can be extremely problematic, inter alia, since the partnership is often engaged in projects, or proceedings of an ongoing nature, which may be harmed by the complete liquidation of the business" (the Hermolin case, supra, at paragraph 28), but in our case, the subject of the partnership is not a professional partnership or another business with an ongoing existence on which the engagements are relied upon by other parties that are not a party to the discussion, but rather a partnership that was "prepared for the purpose of a single random business or a single capacity", As such, according to the default rule set forth in section 41(a)(2) of the Partnerships Ordinance, it is dissolved "upon the termination of the business or capacity".  In our case, the real estate asset in which the partnership invested was sold and the dissolution of the partnership does not harm its business.
123. In light of the above, I am of the opinion that there is a cause for dissolution of the partnership, and in the absence of sufficient reasons not to order the dissolution of the partnership, an order for its dissolution is hereby issued.
124. With regard to the identity of the liquidator, section 64(b) of the Partnerships Ordinance states that "if it is decided to dissolve a limited partnership, the general partners shall dissolve its business, unless the court orders otherwise." It is clear that in the circumstances of the case and in view of the grounds for liquidation, there is no reason to leave the dissolution of the limited partnership in the hands of the general partner, and there is room to appoint a receiver for the partnership's assets who will act to receiver its assets, discharge its debts and distribute the surplus among the persons concerned, according to their rights.
125. As part of the liquidation application, the applicants petitioned for the appointment of an attorney from the attorney's office as a liquidator, but in light of comments that arose during the hearing of the application, they withdrew their request and in the framework of their summaries petitioned for the appointment of CPA Yitzhak (Itzik) Idan to the position. Attached to their summaries was CPA Idan's agreement to be appointed to the position, and in addition, he declared that he had no interest in the partnership or in its general partner and that there was no conflict of interest in fulfilling the role of liquidator or receiver of the partnership and any of his other interests.  In light of CPA Idan's experience, including as a functionary in liquidation proceedings, I grant the request and order the appointment of CPA Yitzhak (Itzik) Idan as the receiver of the limited partnership assets.
126. Respondent 1 will bear the Applicants' expenses in respect of this application in the total amount of ILS 50,000.

Granted today, 14 Iyar 5785, May 12, 2025, in the absence of the parties.