As noted, he chose to move forward with the transaction when he was aware of the problems that the property companies in France have in terms of asset occupancy; that this occupancy may even be reduced; to all the warning signs that the people of the Tamir-Fishman Foundation put before him in the due diligence they conducted; With regard to the expected revenue stream and so on. He also chose to move forward with the deal because he wanted to maximize its business potential. He believed that in the end he would take over all the rights to the properties in France for a relatively low payment. Because he will be able to make a handsome profit for himself. Because this is a business opportunity that should not be missed.
When this was the strategic move that Mr. Knafler chose to take, the existence of a dispute with the management company could not affect the very commitment to the deal. It would have been taken into account, at most, perhaps in the framework of the calculation in relation to one-eighth of the consideration - if it had been made. It would not have changed Mr. Knepfler's desire to proceed with the original transaction, subject to consideration, and to proceed with the additional transaction to acquire the full rights.
- And while Mr. Knepfler chose to try to maximize his profits vis-à-vis ADN, he cannot settle accounts with Mr. Nehemia for other investments he missed, expenses he incurred, and other claims. The dispute with the management company did not affect his overall conduct and the informed and informed decisions he made in real time.
Mr. Nehemiah's liability for the tort of causing breach of contract was not established
- Here, too, as someone who was in very direct and comprehensive contact with Mr. Knefler, Mr. Nehemiah's exposure to possible personal liability for the tort caused by the breach of contract increased. As stated, in order for him to succeed in establishing legal status to sue Mr. Nehemiah for this tort, and to establish a direct and personal rivalry with him, he must show that Mr. Nehemiah acted out of extraneous considerations, exceeded his authority, or that there are other exceptional circumstances that could justify imposing direct liability on him (see above at paragraph 109).
Failure to present Mr. Knepfler's current proposal to the Board of Directors does not change the outcome
- Such an unusual circumstance can be found in the fact that Mr. Nehemia did not present to the Board of Directors Mr. Knepfler's latest proposal for the acquisition of the rights in the remaining shares of the French company.
As may be recalled, Mr. Kneppler's proposal, which was put up for discussion, was inferior to that of the Dayan Group. However, after it was presented, Mr. Knefler improved his proposal, at the request of Mr. Nehemia (see above at paragraph 166). Mr. Nehemiah testified that he was aware of this, but did not think that there was a serious proposal. Still, the exchange of words regarding the proposal took place on October 30, 2016, while the crucial board meeting took place on November 3, 2016.