In addition, it turned out that there was an irreconcilable gap between the forecast document sent to the counter-plaintiff and the company's actual situation. The directors had information according to which what was stated in this document did not reflect the true assumptions underlying the company's performance, and once again they chose to remain silent.
- While Mr. Knepfler was already caught in the deal, and in light of his claims regarding the misrepresentations, the agreements were formulated in August 2016 according to which he would pay directly to Ravad, the company's debtor, and the balance of approximately $504,000, which he had to pay in accordance with the agreement, would be delayed until the conclusion of the accounting between the parties. This summary was approved by Mr. Nehemiah, as well as by the Company's Board of Directors.
Against this background, the counter-defendants' arguments that Mr. Knepfler allegedly breached the agreement with him should be rejected. For his part, he worked to try to reach agreements, and tried to reach a new deal in which he would buy the company's remaining holdings in the French company. However, at this stage, Mr. Nehemia slowed down the negotiation process, in complete bad faith and in order to move forward in the negotiations with the Dayan Group at the same time.
- At the end of the day, the defendants chose to enter into a counter-transaction with the Dayan Group. They did so in violation of the agreement with him. This agreement set the way for its cancellation and the defendants did not follow it. There is no basis for their claim that a warning letter was sent to him at this stage by the company's CFO, Ms. Greenberg. Such a warning was never given, and this is sufficient to determine that the agreement was unlawfully terminated.
There is no basis for the defendants' claim that they entered into the contrary transaction in light of the pressure that the company found itself under due to the non-payment of the balance of the consideration by Mr. Knefler. After all, there was a relatively small part of the commitment that was on the agenda.