Civil Case (Haifa) 26084-09-25 D.A.H. Import, Marketing and Distribution Ltd. v. Complex Chemicals Ltd.

Decision

1. An application for a temporary injunction in the framework of which the Petitioner petitions to prohibit the Respondent and anyone on its behalf from manufacturing, ordering, importing and distributing the products of a foreign company called Tarsen (hereinafter - Tarsan) and to make any use of the formulas on the basis of which the products that are the subject of the application are manufactured. To complete the picture, it should be noted that at the same time, the Applicant filed a statement of claim against the Respondent in which she petitioned for declaratory remedies prohibiting the Respondent and anyone on its behalf from manufacturing, ordering, importing or distributing the products that are the subject of the lawsuit from Teresan in Israel and abroad, as well as to make use of the formulas of these products.  Financial relief was also claimed.

The Request

2. The Applicant is a company that is allegedly engaged in the manufacture, import and marketing of cleaning products. In 2019, it entered into an agreement with Tarsen in the framework of which it was agreed, according to the claim, that it would serve as the exclusive distributor of its products in Israel and that the formulas of the products manufactured by Tarsen for the purpose of such distribution would be the property of the Applicant and would not be possible to use them without her approval (hereinafter - the First Agreement or the Tarsen Agreement).  The Applicant claims that the two companies cooperated and whenever any party contacted Tarsen regarding the distribution of products in Israel, he was referred to her in order to obtain her approval.  The Applicant also claims that on February 2, 2025, another agreement was signed between her and Tarsen regarding the distribution of Tarsen products, including brands of Tarsen itself, in a number of European countries.  The agreement is valid for ten years, and the two were supposed to begin executing it soon (hereinafter - the second agreement).
3. In 2021, the Applicant began to cooperate with the Respondent and it was claimed that she developed cleaning products for her under the PURE brand, which were manufactured by Tersen. The Applicant claims that no written agreement was signed between the parties, but the work procedure was such that the Respondent ordered products from her while detailing her wishes regarding the fragrance of the preparation and the design of the packaging, while the Applicant developed, at her own expense, the formulas and ingredients of the product, and these remained her property.  The products themselves were manufactured by Tersen and imported to Israel by the Applicant and supplied to the Respondent.  The Applicant claims that the parties conducted in this manner about 100 orders over four years, in the amount of over ILS 16,000,000, until September 25.  The Applicant claims that it developed the products that it supplied to the Respondent at its own expense, with a reasonable expectation that the two would continue to cooperate for many years, and that in light of the relationship of trust between the parties and the increase in the marketing of the Respondent's products, over time it focused all its resources and efforts on developing the products for the Respondent to the point that it became its sole customer.
4. Over the years, there has been a dispute between the parties regarding the assumption requested by the Respondent and which was not answered in the affirmative by the Applicant. It was claimed that on September 1, 2025, the Respondent wrote a letter to Tarsen in which she claimed that the rights in the PURE brand belonged solely to her and that after her relationship with the Applicant ended, she requested that the invoices be transferred directly to her.  The Respondent also placed a first order from Teresan in the framework of this application.  The Applicant claims that the Respondent did not inform her of the termination of the relationship and that she learned about the sending of the letter from Tersen herself, and even in the conversation that took place between the managers of the companies afterwards, the Respondent did not disclose that she contacted Tersen directly.  The Applicant further claims that in recent days contact with Tarsen, who does not respond to her requests, has been severed.
5. The Applicant claims that the Respondent's conduct amounts to the tort of causing a breach of contract in accordance with Section 62 of the Torts Ordinance [New Version] (hereinafter - the Torts Ordinance), since Tarsen agreed to distribute the products in Israel directly or through her, and to make use of formulas belonging to her, in breach of the first agreement. She further claims that she suffered financial damage in the form of loss of profits that were prevented from her by not distributing the products through her, as well as the loss of her investments, the loss of exclusivity with Tarsen and damage to her relations with her, including the fear that the second agreement would not be implemented.  The Applicant further argues that the Respondent's conduct (and Tersen) constitutes a tort of theft of a trade secret in contravention of Section 6 of the Commercial Torts Law, 5759-1999 (hereinafter - the Commercial Torts Law), as well as breach of contract and unjust enrichment.
6. The Ottoman Settlement [Old Version] 1916In relation to the conditions required for the issuance of a temporary injunction, the Applicant argued in the application that reliable evidence had been presented that met the prima facie demand at this stage and that the balance of convenience was "clearly tilted" in her favor, since without the orders she would suffer "serious and irreversible damage", which is expressed in the fact that the Respondent would continue to place orders from Teresan while committing injustices against her, which could lead to "the immediate elimination of the Applicant's activity as well as the complete destruction of the Applicant's business infrastructure and commercial relations" and that monetary compensation will not be able to restore the situation to its previous state.

12-34-56-78 Chekhov v.  State of Israel, P.D.  51 (2)