Mr. Nehemia noted at the meeting that Mr. Knepfler had been issued a letter from the company, but that it did not intend to sue him legally. To this, Adv. Lederman added that "in my opinion, taking action against the purchaser, and from my acquaintance with him, legal action against him will only cause harm, especially in the next few days" (ibid., at p. 2). Mr. Nehemiah supported this approach and noted that there was no reason to take proceedings since the company should not discourage Mr. Knefler (ibid., at p. 3).
At this stage, Mr. Nehemia noted that Adv. Danziger had been contacted for advice on how to proceed, and he suggested that in the event that the debt to Ravad was not repaid, an application would be made to the Economic Court in order to request an injunction to prevent it from receivership of the company's shares (ibid., at p. 3). Against this background, the board of directors instructed the company to be ready to take this route if necessary.
Reaching an interim agreement with Mr. Knafler - leaving half a million euros of the contractual consideration for future accounting, and the significance of this remains: the question of his entitlement to 8% of the shares of the French company remains open
- In the meantime, negotiations with Mr. Knefler continued. This raised his claims to false representations that were presented to him, and at the same time the date on which the company was supposed to repay its debts approached. Nehemiah reached an agreement with Mr. Knefler (see the email of August 28, 2016 (Appendix 35 to the Affidavits of the Directors)) according to which:
- Knepfler will transfer €1.65 million directly to one of the company's creditors, Ravad, on account of a debt owed to it.
- The balance of the contractual consideration that Mr. Knepfler must bear, in the amount of 504,000 euros, will be delayed until the parties finalize their accounting, which will take place up to 30 days.
- Knafler will receive all the shares in Guy Development, but the French company's additional share allocation will be delayed.
- Against the background of the summary, another meeting of the Board of Directors was held on August 28, 2016 (Appendix 36 to the Directors' Affidavits). Here Mr. Nehemiah noted that it was agreed that Mr. Knepfler would transfer 1.65 million euros directly to Lamad, and the balance of the consideration in the amount of half a million euros was postponed until both parties were considered.
The plaintiff claims that the discussion of the board of directors reflects a summary according to which the company is willing to continue to walk with him in continuation of the original outline of the transaction, and that it is obligated to do so.