Civil Case (Tel Aviv) 63365-11-23 Daniel Babajani v. Herzl Babjani

I have before me a claim for removal of discrimination filed by the plaintiff against his three brothers, defendants 1-3 (hereinafter: the "defendants"), each of whom holds a quarter of the shares of the Jerusalem Carpets Company in a tax appeal (hereinafter: the "Company").

1. The parties' arguments, the course of the proceeding, and the summary of an expert opinion
2. The Parties' Arguments
3. The company is engaged in the import, marketing and distribution of carpets, and is a family company, whose entire shares are registered in equal parts in the name of the plaintiff (25%) and each of the defendants (75% collectively), who also serve as directors of the company. The Company owns a real estate property on HaRav Rappaport Street in Rishon LeZion, where the Company's store is located (hereinafter: the "Real Estate Property" or the "Property in Rishon LeZion").
4. According to the plaintiff, who is entrusted with promoting the marketing and sales of the company's carpets to customers, he was deprived by the defendants when he did not receive sums of money from the company in a manner equal to the defendants, despite the fact that his rights are identical to their rights in the company. According to him, the rent that the company receives for its properties does not reach him and he has no information regarding the uses made of the properties.  The plaintiff further claimed that the defendants withdrew a sum of ILS 1 million from the company in favor of a loan for the Red Carpet Company in a tax appeal (hereinafter: "The Red Carpet"), which is owned by the son of defendant 1, without his knowledge, in a conflict of interest and without the approval of the Board of Directors.  It was further claimed that the defendants refused to pay the plaintiff expenses for trips in his car that he performed in the framework of his position with the company and for its business.
5. Therefore, the plaintiff petitioned in the statement of claim for a series of remedies to remove his discrimination, including: a declaratory remedy instructing the defendants to manage the affairs of the company in a manner that deprived the plaintiff (section 21); a forced separation remedy that stipulates that the company's shares will be sold at their true value to any of the parties that will offer the best consideration (section 24); a relief instructing the defendants to provide in an affidavit details of the company's real estate assets and the income in respect thereof during the past seven years (section 23); a remedy stating that the plaintiff's signature and approval will be required In advance for any legal action of the company, including a banking action (section 25). In addition, the plaintiff petitioned in the statement of claim for an order ordering the examination of the company's accounts as well as instructing the defendants to return to the company the sums that were illegally withdrawn by them (sections 20 and 22); a relief instructing the defendants to pay the plaintiff the expenses of the vehicle he incurred in the course of his position in the company (section 26); a relief stating that until the separation of the parties, no disposition will be made in the company's legal structure (section 27); an order prohibiting the son of defendant 1 from managing the company's legal affairs (section 28); and any additional remedy for consideration The court's opinion will bring an end to the alleged discrimination (section 29).
6. In the statement of defense, it was claimed that the plaintiff was not deprived and that, contrary to his claims, the plaintiff received income from a registered partnership account opened by the plaintiff and the defendants (hereinafter: "the brothers"), in the name of the Bajani brothers (hereinafter: the "partnership"). Moreover, the defendants attached to the statement of defense the opinion of a tax consultant accompanying the company and the partnership, Mr. Ilan Shaul, on the basis of which they claimed that throughout the years 2017-2023, the plaintiff himself took money from the partnership account and the company's account in amounts tens of thousands of shekels higher than those received by the defendants.  The defendants further claimed that the loan in the amount of ILS 1 million, which was given to the red carpet, was given with the company's consent and under market conditions, with the loan bearing interest.  Moreover, at the time of filing the statement of claim, according to the defendants, most of the loan was repaid.  According to the defendants, the claim was filed due to the plaintiff's intention to devote his time and capital to a competing business that his son opened under the name of "Shati and Arab" (hereinafter: "Shati and Arab").
7. With regard to the assets, it was argued that contrary to the plaintiff's claims, apart from the property in Rishon LeZion, any other property that the plaintiff mentioned in the statement of claim is not an asset owned by the company and is not relevant to the lawsuit in question. According to the defendants, these assets are privately owned by the brothers, except for the property in Rishon LeZion which is owned by the company as aforesaid, and the plaintiff enjoys it equally with the defendants.  In addition, according to the defendants, the vehicles in which the plaintiff traveled were purchased by the partnership and all the expenses of the vehicle were paid in full by the partnership.
8. Finally, the defendants claimed that the plaintiff tried to make improper withdrawals of funds using checks from the company he ordered, in the cumulative sum of ILS 500,000, without the knowledge of the defendants and without the company's decision to withdraw such funds. These checks were cancelled by the defendants, who on July 11, 2023, instructed the bank not to honor future checks from the company's account to the accounts of any of the brothers other than their salaries.
9. The Ottoman Settlement [Old Version] 1916Therefore, the defendants argued in the statement of defense that the claim should be dismissed because they did not discriminate against the plaintiff. Therefore, the defendants objected to the remedies for which the plaintiff petitioned, with the exception of the remedy of forced separation.  In view of the crisis of trust created between the parties, the defendants argued that a forced sale of the plaintiff's shares in the company should be ordered to the defendants, since they hold 75% of the company's share capital, have a high connection to the company, and are interested in continuing to manage its affairs together.
10. 12-34-56-78 Chekhov v. State of Israel, P.D.  51 (2)According to the defendants, the remedies in respect of which the plaintiff petitioned, including an order ordering the return of funds withdrawn in excess to the company and an order ordering the recovery of vehicle expenses, are monetary remedies that were filed under the guise of declaratory relief.  Therefore, in parallel with the statement of defense, the defendants filed a "motion to oblige the plaintiff to pay the full fee in respect of the claim" (hereinafter: "the motion to charge the fee").
11. The Request to Charge a Fee
12. In the framework of the motion to charge the fee, the defendants argued that with regard to the remedies in which the plaintiff requested the restitution to the company of funds that were illegally withdrawn (paragraphs 20 and 22 of the statement of claim) and reimbursement of vehicle expenses (paragraph 26 of the statement of claim), the plaintiff should have quantified them and paid a fee in respect of them in accordance with section 2(f) of the Courts Regulations (Fees), 5767-2007.
13. The plaintiff, on the other hand, argued that the request to charge the fee should be rejected, since all the remedies detailed in the statement of claim are not monetary remedies, but only "do" and "do not do" orders, and therefore no fee should be paid in respect of them.
14. On August 22, 2024, in accordance with my decision, the State submitted its position with respect to the request to charge the fee (hereinafter: "the State's position regarding the fee"). The state argued that the remedies requested in the statement of claim regarding the recovery to the company of funds that were illegally withdrawn and the reimbursement of vehicle expenses are monetary remedies that require quantification and payment of a fee; and that the remedy for forced separation is also a monetary remedy, taking into account the possible scenario whereby at the end of the proceeding, the defendants will purchase the plaintiff's shares in the company.
15. The plaintiff submitted a response to the state's position regarding the fee, in which he objected to the state's arguments and adhered to his position that these were not financial remedies.
16. The sequence of the proceeding
17. On January 13, 2025, a pre-trial hearing was held. In the hearing, the parties agreed on a separation by way of the purchase of the plaintiff's shares in the company (25%) by the defendants in equal parts (while the defendants' liability for payment to the plaintiff for his shares in the company will be jointly and severally), in accordance with the value of the shares as of December 31, 2023 (at the end of the calendar year at the end of which the claim was filed) as determined by an expert appointed by the court (minutes of the hearing - p.  1, Sat.  14-16; pp.  2, 5-6).  The parties also agreed on a mechanism for appointing the expert, on the fact that the expert would be entitled to use an appraiser, on the possibility of sending clarification questions to the expert, and on the right to interrogate him (ibid., at pp.  2, paras.  13-27).  The agreement regarding the purchase of the plaintiff's shares was given the force of a decision (ibid., at pp.  2, para.  31 - p.  3, para.  6) (hereinafter: "the decision regarding the purchase of the plaintiff's share in the company").  It should be noted that the expert was appointed only for the purpose of valuing the company, when it was expressly agreed by the parties that the clarification of the plaintiff's financial claims would be done in parallel with the expert's work (ibid., at p.  1, para.  16 - p.  2, para.  2).
18. Later in the hearing, in light of the court's comment that the remedy in paragraphs 20 and 22 ended with the statement of claim instructing the defendants to return to the company funds from which they had illegally withdrawn from it and that it was liable to pay a fee (as stated by the state in its response), the plaintiff's counsel announced that he was waiving this remedy, while preserving his rights and claims to the merits of the matter (ibid., at pp. 3, paras.  23-25).
19. In addition, in light of the court's comment that the remedy in paragraph 26 of the statement of claim (regarding reimbursement of vehicle expenses to the plaintiff) also requires quantification and payment of a fee (as stated by the state in its reply), and it is even doubtful whether it is within the substantive jurisdiction of this court, the plaintiff's counsel announced that he was waiving this remedy as well, while preserving his rights and claims to the merits of the matter (ibid., at p. 3, paras.  27-29).
20. In addition, the lists of motions submitted by the parties were discussed at the pre-trial meeting. In this framework, inter alia, a decision was made (with the consent of the defendants) allowing the plaintiff to contact the bank in which the company's account is managed, the company's accountant and the company's tax advisor and request all the documents in their possession relating to the company.^[1]
21. On January 27, 2025, the parties submitted an update notice in which they announced that they had reached agreements regarding the identity of the expert on behalf of the court, and therefore, in my decision from that date, I ordered the appointment of Mr. Yiftach Wagner as an expert on behalf of the court (hereinafter: the "expert" or "the court expert"). Supplementary instructions were also given regarding the expert's work and the rights and obligations of the parties in connection with his work, including that the parties would cooperate fully with the expert and provide him with any documents required for the purpose of valuing the plaintiff's shares in the company, including documents controlled by any of the parties and held by third parties (such as the company's accountant); The expert's correspondence with any of the parties would be done with a caption of all the parties to the proceeding or their representatives, and any meeting of the expert with the parties would be done in the presence of both parties or their representatives; The parties will bear the costs of the expert and the appraiser in equal parts, i.e., the plaintiff 50% and the defendants 50%; The parties will be entitled to send clarification questions to the expert after receiving his opinion, and the expert will respond to the clarification questions; and the parties will be entitled to question the expert in court about the valuation.
22. The expert opinion (including the answers to the clarification questions and the supplementary opinion)
23. On April 6, 2025, the court's expert submitted his opinion (hereinafter: the "First Expert Opinion" or the "Opinion"), which was based, inter alia, on the appraisal of Mr. Yaakov Asher (hereinafter: the Appraiser) regarding the value of the real estate property owned by the Company (hereinafter: the "Appraisals").
24. In the opinion, the expert based, inter alia, on the company's financial statements for 2020-2022, the company's balance sheet as of December 31, 2023, the appraisal (of the real estate asset), as well as information provided to him by the company's management. The expert analyzed the value of the company in two models: the cash flow capitalization method (hereinafter: the "DCF method") and the multiplier and asset value method (hereinafter: the "asset value method").  According to the expert's determinations, according to the DCF method, the value of the company is approximately ILS 13.93 million; according to the asset valuation method, the value of the company is approximately ILS 13.97 million, of which the value of the real estate asset owned by the company is estimated at approximately ILS 11.65 million, from which 5% of the transaction costs in the realization of the property must be deducted (without taking into account the liability for real estate appreciation tax and betterment levy); and the average value of the two methods is approximately ILS 13.95 million.
25. The parties sent the expert clarification questions regarding the first opinion, including the appraisal of the real estate property, and on June 9, 2025, the expert's answers to the clarification questions were submitted (hereinafter: the "Answers to the Clarification Questions"). In response to the clarification questions, the expert noted, inter alia, that following the parties' comments, the value of the real estate asset was estimated by the appraiser at ILS 10.81 million instead of ILS 11.65 million in the first appraisal (without taking into account the liability for real estate appreciation tax and betterment levy), and the value of the company (after deducting transaction costs for the sale of the real estate by 3%) was estimated at ILS 13.39 million (hereinafter: "Current Value").  The expert noted that the current value does not include reference to real estate betterment tax and betterment levy, and that the expert will act in this matter in accordance with the court's instructions.  The expert noted that the value of the plaintiff's rights as of December 31, 2023 is approximately ILS 3.35 million, and in the indexation to the Consumer Price Index as of May 30, 2025, it is approximately ILS 3.53 million.  The expert also noted that the company has transactions with two related parties, the red carpet and the red carpet, and that this was properly disclosed in the company's financial statements.  The expert noted that he did not examine these transactions in depth, including whether they were made at fair value or whether they were overpriced or underpriced.
26. On June 29, 2025, the defendants filed a "Motion for Instructions for the Completion of the Court's Expert Opinion" (hereinafter: "the Defendants' Request to Complete the Expert Opinion"). In the application, the defendants stated that they accept the opinion and do not insist on the expert's interrogation.  At the same time, the defendants sought to instruct the expert to make a number of additions to his opinion.  First, to instruct the expert to prepare a supplementary opinion on the issue of taxation, both with regard to the betterment tax and with respect to the betterment levy.  Second, the defendants claimed that the transaction costs component in the framework of the answers to the clarification questions and the calculation of the current value was inadvertently set at 3%, unlike the first opinion, where this component was set at 5%.  Third, the defendants accepted that the expert had set a linkage as of December 31, 2023, until the date of submission of the answers to the clarification questions, without being asked to do so by the court.
27. On July 2, 2025, the plaintiff submitted his response to the defendants' request to complete the expert opinion. The plaintiff noted that he "does not object in principle to the expert's opinion and the valuations he gave"; However, he asked to cross-examine the expert before the court (paragraphs 1 and 2 of the answer).  He also agreed to complete the expert opinion "with regard to the issues of taxation, betterment levies and the like" (paragraph 3 of the responsa).  Finally, the plaintiff asked the court to issue "orders at its discretion in a manner that will achieve the aforementioned goals and even facilitate the termination of the transaction and the proceedings" (paragraph 4 of the answer).
28. In my decision of July 2, 2025, I instructed the expert to submit a supplementary opinion, in which he will assess the future tax liability for real estate appreciation tax or capital gains tax and ask the appraiser to estimate the amount of betterment tax that will apply to the company if it sells the real estate property it owns; and that he will experience his professional position as to what percentage of future tax liability should be taken into account in the valuation of the company, assuming that it is not known whether and when the company will sell the real estate asset (paragraphs 1 and 2 of the decision). I also instructed the expert to clarify the correct rate of the transaction costs component (paragraph 3 of the decision).  Finally, I noted that the manner in which the amount to be paid to the plaintiff in respect of his share in the company from the date of the valuation (December 31, 2023) until payment to the plaintiff is valued will be decided by the court (paragraph 5 of the decision).
29. On August 3, 2025, the expert submitted an updated opinion (hereinafter: the "Current Opinion"):
    • The expert estimated that the expected betterment tax is about ILS 1.99 million, an appraiser on behalf of the expert estimated that the betterment tax is about ILS 1.38 million, and that the transaction costs regarding the land and the building are at a rate of 3% in the amount of about ILS 0.32 million. Therefore, the expert determined that the net value of the company as of December 31, 2023 is ILS 10,025,804.  The expert determined that the plaintiff's share as of the said date was ILS 2,506,451.
    • As to the percentage of transaction costs, the expert explained that the estimate of the transaction costs as made in the first opinion at a rate of 5% "was found to be biased upwards" and therefore, following the comments of the parties and in accordance with the appraiser's recommendation, he found it appropriate to reduce it to 3%.
    • Finally, the expert noted that the value of the plaintiff's share in the company should be valued as of December 31, 2023 until the date of payment at an actuarial interest rate of 3%, so that the value of the plaintiff's share in the company as of August 1, 2025 is approximately ILS 2.63 million.
30. In light of the plaintiff's request, according to his right, to question the court's expert on his opinion, a hearing was held on November 2, 2025, in which the expert was questioned by the plaintiff's attorney.
31. At the beginning of the hearing, the plaintiff's attorney noted that "we are on the verge of closing in principle, and in fact, what is left is the sum. The gaps between us are not large because there are no things of principle" (transcript of the hearing, at p.  8, paras.  17-18).
32. At the end of the expert's cross-examination by counsel for both parties, I instructed the expert, on my own initiative and even though the issue was not raised by the plaintiff, to give a supplementary opinion regarding the amount of future tax liability that according to him should be taken into account in the valuation of the company (whether the full tax liability as claimed by the defendants and as calculated by the expert, or only part of it). I also allowed the parties to submit a supplementary written argument regarding the expert opinion and the issue of the revaluation.
33. Counsel for the plaintiff raised the issue of the passage of time from the date on which the proceeding was initiated - about two years (counsel for the plaintiff erroneously claimed that 3 years had passed), but agreed that this issue should be resolved by determining the manner of valuation of the consideration for the shares as stated in paragraph 5 of the decision of July 2, 2025 (minutes of the hearing, at p. 16, paras.  3-5).
34. On November 11, 2025, the expert announced that according to his position in this case, in which the defendants are beyond retirement age and the property, as the defendants claim, will soon be sold, the full betterment tax and betterment levy must be taken into account (hereinafter: "the expert's supplementary opinion"). Therefore, he reiterated what was stated in his latest opinion according to which "the fair value of 25% of the company's value, as of December 31, 2023" is ILS 2,506,451 million.
35. The Agreements in the Hearing of November 2, 2025 and the Parties' Positions Following It
36. In the hearing on November 2, 2025, after the expert's interrogation was completed, I asked the plaintiff's attorney what else would be required to be decided in the proceeding after the sale of the plaintiff's shares in the company according to the value to be determined. In this context, I asked what other remedies beyond the separation remedy are still relevant in light of the fact that in the hearing on January 13, 2025, the plaintiff agreed to delete the monetary remedies regarding the unlawful takeovers of the alleged and the expenses of the vehicle.
37. In response, counsel for the plaintiff replied that he would consider whether to "amend the statement of claim, 'live' the financial remedies in paragraphs 20 and 22, quantify them and pay a fee for them" and that he "agrees, in lieu of the above, that a new claim will be filed by us to the extent that there is no objection by the defendants to the fact that we have the right to do so" (transcript of the hearing, at p. 16, paras.  6-11).
38. In response, counsel for the defendants noted that they do not object to a separate claim being filed by the plaintiff and they will not claim to silence a cause of action in respect of the lawsuit, but the defendants prefer not to split the proceeding and transfer the case to another panel that is not familiar with the case, and therefore if the plaintiff has decided to file a monetary claim, the defendants prefer that he do so within the framework of the current lawsuit, after he has quantified his claim and paid a fee for it (ibid., at p. 16, paras.  13-20).
39. In light of this, I determined that "a decision with the consent of the parties is hereby given effect... Whereby the decision regarding the deletion of sections 20 and the end of 22 of the statement of claim will be canceled, subject to the plaintiff submitting a notice regarding the quantification of the amounts of the claim in accordance with these sections and also paying the fee in respect thereof." Accordingly, I instructed that by November 16, 2025, "the plaintiff shall submit a notice regarding the quantification of the amounts of the claim in accordance with sections 20 and the end of 22 of the statement of claim.  The plaintiff will pay the fee differences in respect of these amounts within 14 days from the date of submission of the notice." Finally, I ordered that by the aforesaid date, "the plaintiff shall notify whether there are additional remedies beyond those listed in paragraphs 20 and 22 of the statement of claim that need to be decided in light of the agreement whereby the plaintiff is selling his shares in the company as of December 31, 2023" (paragraphs 4-6 of the decision, minutes of the hearing, at pp.  17, paras.  4-14) (hereinafter collectively: "the decision of November 2, 2025").
40. On November 26, 2025, the plaintiff submitted his comments to the expert's opinion as follows (hereinafter: "the plaintiff's comments to the expert's opinion"):
    • The expert's cross-examination shows that he lacks various data, including the audited financial statements for 2023.
    • that the expert noted in his cross-examination that he did not conduct an investigative audit, did not examine whether assets were removed from the company or the nature of the decisions to spend funds, the scope of the transactions with related parties, and whether interest was paid on the loan given to a related party.
    • that the expert's opinion is based on "old and missing data", which has not been thoroughly examined and the impact of the war was not taken into account in the opinion.
    • Therefore, the court was asked to instruct the expert to carry out a valuation that includes all the essential and acceptable parameters for this purpose and to extend it to 2024.
    • The plaintiff also noted that in the circumstances of the case, when the company's real estate asset includes two adjacent plots, the plaintiff prefers the possibility of division in kind.
    • Finally, the plaintiff emphasized that until all the preliminary proceedings are completed and all the relevant data is received, he does not undertake to sell his shares in the company or purchase the defendants' shares, and that his decision will be made only after he has thoroughly studied all the data.
41. It should be emphasized that in the plaintiff's comments to the expert's opinion, the plaintiff did not dispute the expert's determination in the supplementary opinion, according to which in the valuation there is room to take into account the full future betterment tax liability.
42. In addition, the plaintiff filed a notice in response to the decision of November 2, 2025 regarding the quantification of the amounts of the claim for the alleged unlawful takeovers, and regarding the question of which additional remedies remain to be decided, in which he argued as follows (hereinafter: "the plaintiff's notice of November 26, 2025"):
    • The plaintiff's main remedy is an examination of the sums withdrawn by the defendants for the purpose of quantifying them, and only after receiving the data will the plaintiff be able to estimate the amount of the fee and pay it.
    • The plaintiff also claimed that his agreement in principle to sell his shares was conditional on the examination of his financial claims and the return of the funds taken illegally by the plaintiffs.
    • The plaintiff reserves the right to purchase the company's shares or part thereof to the extent that the consideration is in line with his expectations.
43. On December 7, 2025, the defendants submitted their position in connection with the expert opinion (hereinafter: "the defendants' position of December 7, 2025"):
    • The defendants argued that "the expert's conclusions should be adopted with regard to the value of the company and, as a derivative thereof, with respect to the value of the plaintiff's shares." The expert allowed the parties to bring before him any relevant document or data for the purpose of determining the value of the company, received data from the company's auditing accountant, and answered the parties' clarification questions in a comprehensive and in-depth manner. The expert's conclusions are strong and backed by the data, and his cross-examination did not undermine them.  The same applies to the expert's supplementary opinion regarding the rate of betterment tax that must be taken into account in the framework of the valuation.  In their statement, the defendants did not reiterate their claim that the value of the land should be reduced by 5%, and not by 3% as determined by the expert, and thus accepted the expert's position on the matter.
    • The defendants dispute the payment adjustment mechanism proposed by the expert between the date on which the valuation was made and the date of the actual purchase of the shares. In the defendants' opinion, the plaintiff is not entitled to additional interest in connection with the amount that the defendants will be required to pay him, and linkage to the Consumer Price Index is sufficient, since: (a) he has caused and continues to cause an unnecessary delay in completing the sale of the shares by filing a variety of requests, numerous postponements and a demand in bad faith to carry out countless checks and examinations; (b) the plaintiff continues to receive salary from the company on a continuous basis without taking any action in the company and does not assist in increasing its income and thus benefits from the delay in the sale; and (c) as long as the plaintiff did not transfer his shares in the company, the date for payment has not been set and there is no reason to add interest that is a sanction for non-fulfillment of the obligation.
44. In addition, on December 7, 2025, the defendants submitted their response to the plaintiff's notice of November 26, 2025:
    • The defendants strongly reject the plaintiff's improper attempt to disavow the binding agreements that were formulated between the parties in the hearing of January 13, 2025, which were given binding effect in the decision regarding the purchase of the plaintiff's share in the company, which is a final and final decision. The defendants emphasized that in accordance with the agreement, they would purchase the plaintiff's shares in the company in accordance with the value to be determined by an expert on behalf of the court, without derogating from the plaintiff's claims against the defendants.
    • Since the plaintiff has expressed his opinion that he does not intend to uphold the judgment that will be given in all matters relating to the transfer of his shares to the defendants, the court is requested to grant operative remedies that will enable the execution of the judgment, including the appointment of the defendants' attorney as receivers for the purpose of signing any document necessary for the actual transfer of the shares, subject to the payment of the consideration to the plaintiff or its deposit in the court's coffers.
    • The defendants emphasize that the plaintiff retracted the monetary remedies in the hearing of January 13, 2025, while reserving his right to reclaim these remedies after they were quantified and paid a fee, and without derogating from the defendants' claims, including the statute of limitations. Contrary to the decision of 2 November 2025, the plaintiff's statement of 26 November 2025 was laconic and casual and it was a matter of bad faith.  The defendants also have the right to the finality of the hearing and not to be required to deal with vague and unsubstantiated claims, whereas to this day, two years after the filing of the lawsuit, the plaintiff has not been able to present even the first evidence of his claims of discrimination.
    • According to the defendants, once the plaintiff chose not to quantify his claim, then upon the judgment regarding the value of the plaintiff's shares and their transfer to the defendants in equal parts, the claim should be dismissed while the plaintiff was liable for the defendants' expenses.
45. It should be noted that on December 29, 2025, the expert, in response to a clarification question I addressed to him, clarified that the liability for betterment tax and betterment tax for the realization of the land is relevant to the two calculation methods he used - the DCF method and the property value method. The expert noted that the gap between the valuations according to the two methods was only about ILS 45,000, and regarding the plaintiff's share (25%), the difference was only ILS 11,458.  I permitted the parties to refer to this clarification by the expert, but until the date of this partial judgment, the parties had not submitted any comment and therefore expressed their opinion that they did not dispute this clarification.
46. Discussion and Decision
47. Sale of the plaintiff's rights in the company to the defendants

F.1 The plaintiff has no right to unilaterally repudiate the decision regarding the purchase of the plaintiff's share in the company

40. As stated, in the hearing on January 13, 2025, the parties reached agreements regarding the sale of the plaintiff's share in the company to the defendants in accordance with the value determined by an expert on behalf of the court, and these agreements were given binding force in the decision regarding the purchase of the plaintiff's share in the company, which is a final decision. This hearing took place in the presence of the plaintiff who, in consultation with his counsel, approved the agreements regarding the sale of his share in the company.
41. Throughout the proceeding, the plaintiff did not deny the aforesaid agreements and did not disagree with the decision regarding the purchase of the plaintiff's share in the company, while at the same time the expert submitted his opinion regarding the value of the company (on April 6, 2025) and responded to the clarification questions (on June 9, 2025). On the contrary, in the framework of the plaintiff's response of July 2, 2025, to the defendants' request to complete the expert opinion, the plaintiff noted that he "does not object in principle to the expert's opinion and the valuations he gave." Moreover, even at the beginning of the hearing on November 2, 2025, which was scheduled for the expert's interrogation, counsel for the plaintiff noted that "we are approaching a closure in principle, and in fact, what is left is the sum.  The gaps between us are not large because there are no things of principle" (transcript of the hearing, at p.  8, paras.  17-18).  Therefore, the plaintiff's suppressed claim that his agreement to sell his shares in the company to the defendants was merely an "agreement in principle" should not be accepted.  This was a binding agreement between the parties that was given the force of a binding decision.
42. Therefore, the plaintiff's attempt, in the framework of his comments to the expert opinion and his notice of November 26, 2025, to disavow the aforesaid agreements and the decision regarding the purchase of the plaintiff's share in the company, while he "does not undertake to sell his shares" and even purports to "reserve for himself" the right to purchase the company's shares or part thereof "to the extent that the consideration suits his expectations". Similarly, there is also no basis for the plaintiff's proposal to make a division in kind of the company's real estate asset (the feasibility of which is not at all clear from a practical point of view and in terms of its tax implications).  This is a futile and invalid attempt on the part of the plaintiff, which should be dismissed out of hand.  Insofar as the plaintiff wanted to change the agreements he had reached with the defendants regarding the sale of his share in the company and the decision regarding the purchase of the plaintiff's share in the company, he should have submitted an orderly and reasoned request and not unilaterally "notify" it.  This is sufficient to reject the plaintiff's attempt to deny his obligation to sell his share in the company to the defendants at a value to be determined by the court on the basis of the expert opinion.
43. More than necessary, beyond the fact that the plaintiff failed to file an appropriate application, even on the merits of the matter the reasons raised by the plaintiff do not justify a change in the agreements between the parties and a change in the decision regarding the purchase of the plaintiff's share in the company, not even approximately:
    • First, on the face of it, while the relief requested in the lawsuit was a remedy of separation and not necessarily a forced purchase of the plaintiff's shares (paragraph 24 of the statement of claim), it seems that the agreement that the defendants would purchase the plaintiff's shares should be viewed as a settlement agreement that received the force of a decision. Indeed, "once judicial approval has been given to the parties' agreement regarding the way to resolve the dispute, there is no longer room to allow them to turn back the clock and reopen the front of the dispute..." (Civil Appeal 601/88 Estate of Roda v.  Schreiber, IsrSC 47(2) 441, 450 (April 15, 1993)).  In accordance with case law, "considerable weight should be attributed to the value regarding the finality of compromises" and a party to a settlement agreement should not be permitted to cancel it except in exceptional cases in which there was a defect in the conclusion of the agreement on the basis of a strict evidentiary standard of "clear and convincing" evidence (Civil Appeal 2495/95 Ben Lulu v.  Atrash, IsrSC 51(1) 577, 591 (May 21, 1997)).  Second, even assuming that the agreements between the parties regarding the sale of the plaintiff's share in the company and the decision that gave them binding effect are a procedural arrangement, none of the parties should be permitted to deviate from them except in exceptional cases in which the plaintiff would have pointed to a substantial cause justifying doing so (see: Civil Appeal Authority 7760/23 Raz v.  Yoshia, para.  11 (November 15, 2023) (hereinafter: "the Raz case"); Civil Appeal Authority 25456-12-25 Khalaila v.  Musa, para.  9 (December 31, 2025) (hereinafter: "Khalaila Case")).
    • The plaintiff failed to point to circumstances that justified changing the decision regarding the purchase of his share in the company, whether it was a matter of giving effect to a settlement or giving effect to a procedural arrangement. In this context, there is no basis for the plaintiff's claim that his agreement to sell his share in the company to the defendants "was conditional on the examination of his financial claims and the return of the funds taken illegally by the defendants".  The opposite is true.  The clear agreement between the parties was that the plaintiff would sell his shares in the company to the defendants at a value determined by an expert on behalf of the court, while at the same time clarifying the plaintiff's claims against the defendants.  For this very reason, the court-appointed expert was not required and authorized to examine the plaintiff's claims, but only to estimate the value of the company as of December 31, 2023.  Indeed, the plaintiff reserves all of his claims against the defendants, including his claims of unlawful takeovers from the company committed by the defendants (while the defendants also have all their claims).  In addition, there is no basis for the plaintiff's request to instruct the expert to "expand" his opinion to 2024 when it was agreed that the determining date for the purchase of his shares would be December 31, 2023.
    • Moreover, and much more than necessary, even on the merits there is no justification for deviating from the agreement whereby the defendants will purchase the plaintiff's shares, in light of the fact that the defendants hold 75% of the company's shares while the plaintiff holds only 25%; and also taking into account that, on the face of it, the defendants' connection to the company is higher.
44. In light of all of the above, I determine that the defendants will purchase the plaintiff's shares in the company (25%) in equal parts (one-third of the shares for each of the defendants), while the defendants' liability for payment to the plaintiff for his shares in the company will be jointly and severally, in accordance with the value that will be determined below.

F.2 The value of the plaintiff's share in the company

45. Before I address the arguments of the parties in connection with the expert's opinion, it is not superfluous to mention the precedent according to which once the court appoints an expert in order for his opinion to provide the court with professional data for the purpose of deciding the hearing, it is reasonable to assume that the court will adopt the expert's findings unless there appears to be a clear reason not to do so" (Civil Appeal 293/88 Yitzhak Neiman Company for Rent in Tax Appeal v. Rabi, Verse 4 (December 31, 1988); See also: Civil Appeal 4179/17 More Insurance Agency (1989) in Tax Appeal v.  Rubin, para.  57 (December 6, 2018)), especially when we are dealing with an expert appointed by the court with the consent of the parties (see, for example: Civil Appeal 558/96 Shikun Ovdim Company in Tax Appeal v.  Rosenthal, IsrSC 52(4) 563, 568-570 (November 2, 1998); Civil Appeal 6510/20 Mizrahi v.  Cohen, para.  6 (December 12, 2021)).  However, the case law emphasized that the appointment of an expert by the court does not detract from the authority given to the court to decide definitively the dispute between the parties (see, for example: in the tax appeal 27/06 Anonymous v.  Anonymous, para.  15 (May 1, 2006); Civil Appeal 8950/07 Nazareth Municipality v.  Kardosh, para.  8 (November 24, 2010); Civil Appeal 5509/09 Masarwa v.  Estate of Masarwa, para.  14 (February 23, 2014)).
46. In this case, the two parties did not disagree, in fact, on the manner in which the value of the company was assessed in the expert opinion. Inthe defendants' position of December 7, 2025, the defendants noted that "the expert's conclusions should be adopted with regard to the value of the company and, as a derivative thereof, with respect to the value of the plaintiff's shares." The plaintiff also noted in his response of July 2, 2025, that he "does not object in principle to the expert's opinion and the valuations he gave," even though he insisted on the expert's interrogation (as he had the right to).  In the plaintiff's comments to the expert opinion, he raised a number of reservations regarding the opinion.
47. Below I will relate to the concrete arguments raised by the plaintiff in his comments to the expert opinion:
    • There is no basis for the plaintiff's claim that the expert's investigation in court indicates that he lacks various data, including the audited financial statements for 2023, or that the expert's opinion is based on "old and missing data" that has not been thoroughly examined. As it appears from the expert opinion, he had before him the company's audited financial statements for the years 2020 to 2022.  The expert confirmed in his interrogation that he did not have audited reports for 2023, but noted that he had a test balance sheet for that year, and he verified the income with the company's reports to the tax appellant (which, if they were false, would constitute a criminal offense) as well as with the company's bank balance report as of December 31, 2023.  The expert noted in his interrogation that according to his professional position, "these data constitute sufficient data for the valuation" (transcript of the hearing of November 2, 2025, pp.  9, 4-11), the plaintiff's counsel did not show otherwise in the expert's cross-examination, and therefore, I am of the opinion that the plaintiff was not able to substantiate his claim that the expert lacked data for the purpose of formulating his opinion or that the opinion was based on old and missing data that had not been examined in depth.  and that the claim was made in vain.
    • Indeed, the expert noted in his cross-examination that he did not conduct an investigative audit, i.e., he did not examine whether assets were removed from the company or the nature of the decisions to spend funds, the scope of the transactions with related parties, etc. However, there is no rabbi in this regard.  As stated, it was agreed from the outset that the purchase of the plaintiff's share in the company would be made according to the expert's valuation according to the company's situation on December 31, 2023, without the expert being authorized to carry out an investigative audit.  The explicit agreement was that the valuation would be carried out without derogating from the plaintiff's right to clarify his claims regarding illegal takeovers from the company, which of course require proof.  Therefore, there is no substance to the plaintiff's grievances in this matter.
    • There is also no basis for the plaintiff's claim that in 2023 the company's revenues decreased due to the Iron Sword War. First, as the expert explained in his interrogation, there was no decline in the company's revenues in 2023 compared to 2022, but rather the decrease in revenues was already in 2022 compared to 2021 (minutes of the hearing, at p.  11, paras.  15-16).  Second, as the expert noted, the war broke out in the last quarter of 2023 (ibid., at pp.  11, paras.  6-8), meaning that it could have affected at most one of the 16 quarters (in 2020-2023).  Third, the expert noted that in the State of Israel, war is part of the business routine and there is no reason to neutralize it from the valuation of the company (ibid., at p.  11, paras.  8-10).
48. In addition, as stated, in the plaintiff's comments to the expert's opinion, the plaintiff did not dispute the expert's determination in the supplementary opinion, according to which in the valuation there is room to take into account the full future betterment tax liability.
49. Therefore, I find that I accept the expert's valuation that the value of the plaintiff's share in the company as of December 31, 2023, according to which his shares will be purchased by the defendants is ILS 2,506,451.
50. It should be noted that the defendants did not argue that in examining the value of the plaintiff's shares, their value should be reduced because they are minority shares (in the sense of "minority discounting" in a manner inverse to the control premium) and in any case they did not meet the burden imposed on them to substantiate this claim (see, for example: Civil Appeal 8712/13 Adler v. Livnat, paras.  99-100 (September 1, 2015); Civil Case (Tel Aviv District) 1520/08 Siman Tov v.  Siman Tov Communications Ltd., Verse 44 (24.10.2012); Compare: Civil Case (Tel Aviv Economic) 46449-03-13 Regev v.  Elyakim, paras.  152-154 (December 10, 2015)).  The plaintiff, for his part, also did not claim that he should be paid an excess premium on his shares due to the "forced purchase" and in any case did not meet the burden of substantiating this claim (compare: Civil Appeal 6290/17 Magenzi v.  Levy, para.  16 (December 11, 2018); and see also: Civil Appeal 5804/19 B.  Real Estate Management in a Tax Appeal v.  Tinhav Construction and Development Company (1990) Ltd., paragraphs 60-61 (October 3, 2021) (hereinafter: "The S.B.  case.  management"), where the court ruled that the minority discount is offset with the premium for the forced purchase; Civil Case (Tel Aviv Economic) 41875-01-20 Kaminsky v.  Ben Ravid, para.  110 (April 7, 2023) (hereinafter: "the Kaminsky case"); Civil Case (Tel Aviv Economic) 11439-05-19 Tal v.  Guy, para.  234 (January 21, 2024) (hereinafter: "the Tal case"); Civil Case (Tel Aviv Economic) 44511-04-22 Goel v.  Y.  Goel Holdings (1993) Ltd., para.  3 (May 29, 2025)).

F.3 Valuation of the consideration from December 31, 2023 until the date of payment

51. The sum that the defendants will pay to the plaintiff in the sum of ILS 2,506,451 will bear shekel interest in accordance with section 2(a) of the Interest Rulings and Linkage Law, 5721-1961 (hereinafter: the "Interest Rulings Law"). This is from the date set for the valuation of the plaintiff's shares, December 31, 2023, until the date of repayment (as defined in the Interest Rulings Law) (see, for example: theB.  case).  Management, at verse 61; Civil Case (Tel Aviv Economic) 7774-10-16 Margalit v.  Mor, para.  75 (February 22, 2022); Kaminsky case, at para.  107; Tal case, para.  233).
52. I did not find it appropriate to accept the defendants' arguments that the aforesaid rule should be deviated from and only linkage differences should be added to the value set for December 31, 2023. First, it cannot be said that the plaintiff was the one who caused the delay in completing the sale of his shares in the company.  This is certainly the case with regard to the period until the hearing of January 13, 2025 (in which it was agreed to purchase the plaintiff's share) and also after the said hearing, since the defendants also contributed to the "delay", inter alia by submitting the request to complete the expert opinion, following which the expert's updated opinion was submitted.  Second, to the extent that the company had profits in 2024 and 2025 (after the date on which the valuation was conducted), and to the extent that the value of the real estate asset increased after the date of the valuation, the plaintiff did not benefit from it.  Therefore, even assuming that the plaintiff continued to receive wages from the company, as the defendants claim was first made and not capped in the framework of their position of December 7, 2025, this, in my opinion, in the circumstances of this case does not negate the applicability of the default set forth in the Interest Ruling Law.
53. It should be noted, for the sake of completeness, that as stated above, the expert argued in his latest opinion of August 3, 2025, that the value of the plaintiff's share in the company should be valued as of December 31, 2023 until the date of payment at an actuarial interest rate of 3%. However, as stated in my decision of July 2, 2025, I determined that the question of how to value the plaintiff's share in the company would be decided by the court, and the expert was not asked for his opinion on this matter.  At the same time, even though I did not find it appropriate to take a method that is evaluated according to the expert's position, it strengthens the conclusion that linkage to the Consumer Price Index is not sufficient.

F.4 Operative Instructions

54. For the purpose of purchasing the plaintiff's shares in the company , the defendants will deliver to the plaintiff's attorney within 30 days from the date of the issuance of this partial judgment (hereinafter: the "Repayment Date") a bank check to the plaintiff's order in the amount of ILS 2,506,451 plus shekel interest in accordance with the Interest Ruling Law from December 31, 2023 until the date of repayment.
55. After the delivery of the bank check as stated in section 54 above, the defendants will be entitled to amend the register of shareholders maintained in the company as well as the register maintained by the Registrar of Companies and to transfer to each of the defendants one-third of the plaintiff's shares in the company, by virtue of this partial judgment and without the need for the plaintiff to sign notes of transfer of shares.
56. In addition, to the extent that the plaintiff guarantees any debt from the company's debts, the defendants are responsible for releasing the plaintiff from any such guarantee, within 30 days from the date of repayment.
57. Other Components of the Claim
58. As stated above, in the decision of November 2, 2025, I gave effect to a decision with the consent of the parties and instructed the plaintiff to submit a notice regarding the quantification of the financial remedies in paragraphs 20 and 22 of the statement of claim and to pay the fee differences in respect of these
59. Notwithstanding the aforesaid agreement and the decision of November 2, 2025, the plaintiff refrained from quantifying his claim and paying a fee for it, claiming that only after receiving data regarding the amounts withdrawn by the defendants, would the plaintiff be able to estimate the amount of the fee and pay it. I do not accept this conduct of the plaintiff.
60. First, and as stated above, "once the parties have reached a procedural agreement, they are entitled to expect and demand that the proceeding be conducted in accordance with the format agreed upon. A party may not generally withdraw or deviate from a procedural agreement except with the consent of the other party, or if the court has permitted him to do so" ( Raz, at para.  11 and the references therein; See also: The Matter of Khalaila, v.  9; Civil Appeal Authority 8388/23 Hazan v.  Yaniv, para.  31 (December 4, 2023)).  Therefore, when a decision was made that gave binding effect to the procedural agreement between the parties whereby the plaintiff would quantify the financial remedies in paragraphs 20 and 22 of the statement of claim, and pay a fee in respect thereof, then insofar as the plaintiff sought to deviate from the said decision, he should have filed a reasoned request for reconsideration.  The plaintiff did not do so, and he was not entitled to deviate from this procedural arrangement.  This is sufficient to reject the plaintiff's conduct.
61. It should be noted above all that even if the plaintiff had filed a motion for reconsideration, his request would have been rejected:
    • As stated, only in exceptional cases will the court allow a party to a procedural arrangement that has received the force of a decision to withdraw its consent, such as when it turns out that the conduct of the proceeding will not allow the court to decide the real dispute between the parties (the Raz case, at para. 11) or when there has been a material change in circumstances from the date on which the procedural arrangement was agreed upon (the Khalaila case, at para.  9).  In the present case, it is clear that the decision regarding the quantification of the monetary remedies will actually enable the court to decide all the real questions; On the other hand, there is no dispute that there has been no material change in circumstances since the decision of November 2, 2025.
    • Even ignoring the consent of the parties, there is no reason to reconsider the decision of November 2, 2025. The rule is that if there is no change in circumstances, the court will grant requests for reconsideration due to an error in the previous decision only "in rare cases" (see, for example: Civil Appeal 3604/02 Oko v.  Shemi, IsrSC 56(4) 505, para.  5 (May 28, 2002); and Civil Appeal Authority 1687/17 Co-op Israel Supermarkets in Tax Appeal v.  Liberty Properties Ltd., para.  10 (March 7, 2017)).  The court will not grant a request for reconsideration where the alleged error is an error in exercising its discretion, but only when the error that is the subject of the application is a clear error, which is not in its discretion, such as a decision regarding the rejection of a statement of claims due to a delay in its submission based on an erroneous calculation of days (ibid., at para.  10; Civil Appeal Authority 7869/17 E.M.  Properties in Tax Appeal v.  Or, para.  25 (November 23, 2017).  On the other hand, in the present case, the decision of November 2, 2025 to approve the parties' agreement regarding the quantification of the financial remedies and the payment of a fee in respect thereof, is a clear decision that is discretionary, and in any case there is no justification for changing it in the framework of a request for reconsideration.
    • Finally, far more than necessary, the quantification of the financial remedies, as agreed by the parties, is also the correct result in the circumstances, when the plaintiff's declared intention is to file a monetary claim on the basis of the "requested examination of the accounts" (see, for example: Judge R. Ronen's decision in Civil Case (Tel Aviv Economic) 35385-12-20 Ziv v.  Norris Medical Ltd., paras.  11-13 (March 15, 2021); and compare with the matter of declaratory relief: Civil Appeal 227/77 Barclays Discount Bank in Tax Appeal v.  BrennerIsrSC 32(1) 85 (October 27, 1977)).  The plaintiff's alleged difficulty in quantifying his claim (a difficulty that exists in many cases of a claim for the provision of accounts or a claim for the relief of forced purchase) does not justify granting permission to the plaintiff to split his claim, so that he will first claim the "checking of the accounts" (without paying a fee) and only afterwards in a separate claim will he claim the monetary relief thereof (see, for example: Civil Case (Tel Aviv Economy) 41079-05-19 H.  Penso Investments in a Tax Appeal v.  L.G.  Zalman Aran 40 Holon Ltd., paras.  14-15 (March 1, 2020); compare: Opening Stimulus (Tel Aviv Economy) 55555-03-20 Isla Agencies in Tax Appeal v.  Tal, para.  26 (May 15, 2022)).
62. Therefore, the plaintiff's conduct and his failure to act in accordance with the agreement in the hearing and the decision of November 2, 2025, might have justified, in itself, the deletion of the other components of the claim (beyond the provisions regarding the purchase of the plaintiff's share in the company), by virtue of the "cause of action" in Regulation 41(a)(4) of the Civil Procedure Regulations, 5779-2018 (hereinafter: the "Regulations").
63. However, beyond the letter of the law, I extend the date for the implementation of the decision from November 2, 2025, and permit the plaintiff to submit, within 14 days from the date of this partial judgment, a notice regarding the quantification of the financial remedies in paragraphs 20 and 22 of the statement of claim, and to pay the fee in respect thereof within 14 days thereafter. If the plaintiff does not do so, all the other components of the claim will be deleted, while I will set conditions by virtue of Regulation 41(c) of the Regulations regarding the filing of a new claim in those matters (including, and without exhausting, conditions regarding the identity of the panel in the new claim; the time period for filing it; and the inclusion of monetary remedies in its framework).  To the extent that the plaintiff does not submit a notice regarding the quantification of the monetary remedies, the plaintiff will be entitled until the date of filing the said notice to submit a reference regarding the conditions for filing such a new claim.

VIII.  Conclusion

63. The defendants will purchase the plaintiff's shares in the company in equal parts in exchange for a sum of ILS 2,506,451 plus shekel interest in accordance with the Interest Ruling Law from December 31, 2023 until the date of repayment. The defendants are responsible for the payment of this sum jointly and severally.  For this purpose, the operative provisions detailed in Part F.4 above will apply.
64. The plaintiff will file a notice quantifying the financial remedies in paragraphs 20 and 22 of the statement of claim by February 2, 2026; and will pay the fee accordingly within 14 days thereafter. In the event that the plaintiff does not submit such notice or does not pay the fee as required by the time frame detailed above, I will order the deletion of all the other components of the claim, while setting conditions by virtue of Regulation 41(c) of the Regulations regarding the filing of a new claim in those matters.
65. I will address the issue of expenses at the end of the proceeding.
66. File for February 2, 2026.

Given today, January 19, 2026, in the absence of the parties.