After that meeting, Shuki began to form a group of investors ("friends") and persuaded Green to join him and the other investors to demonstrate the company's capabilities and products. On November 30, 2020, the demo meeting was held, followed by a meeting of potential investors.
In the days that followed, Amit agreed to invest in the company, but on different terms than those offered by Niv. Subsequently, on December 13, 2020, a meeting was held between Shuki, Amit and Niv, and conditions were agreed upon for progress in the investment that differed from those demanded by the company, and subject to due diligence.
The investment agreement between a group of investors headed by Shuki and Unicorn with the company was signed in March 2021. It was noted that it was important for the unicorn fund not to invest alone but together with a group of investors, and that if it had not been for Shuki's approach to Green and the formation of the group of investors by him, the investment agreement would not have been formed. After raising the capital, Shuki was appointed as a director of the company.
- The sequence of events, therefore, indicates that Unicorn did indeed invest in the company, but that this investment did not come as a result of or as a result of the plaintiff's referral or in any connection with the plaintiff. The plaintiff is trying to enrich himself illegally and in violation of the agreement at the defendant's expense. The plaintiff did nothing to promote an investment transaction with Unicorn. She didn't turn to her; It did not receive permission to contact it and was not involved in raising capital from Unicorn in any way, directly or indirectly. The plaintiff's entire action was a letter from Zohar to Amit on November 10, 2020, in which Amit was asked if he had spoken to Weintraub about drones. Amit replied that Unicorn was not interested in the investment, and beyond that, nothing was done. The investment transaction was therefore made following the involvement of Shuki, who carried out the necessary professional actions in order to reflect to Unicorn the company's potential.
The course of the discussion
- Primary testimonies were submitted in writing. On behalf of the plaintiff, an affidavit of Zohar's main witness was submitted, and on behalf of the defendant, affidavits of the principal witness of Niv and Shuki were submitted. I will note that none of the parties summoned Weintraub or Amit to testify. On March 11, 2025, an evidentiary hearing was held in the case, after which the parties summarized their arguments orally. In the decision of April 24, 2025, the parties were asked to submit supplementary written arguments in response to the court's questions, and these were filed on May 18, 2025 and June 11, 2025.
Discussion and Decision
- After considering the arguments of the parties and the evidence, I have come to the conclusion that the claim should be dismissed. Here are the reasons for this:
Focusing the companies that need to be decided
- Before discussing the arguments of the parties, I will briefly describe the parties that need to be decided in this case:
- The first major question that must be addressed is whether the defendant approved the unicorn fund as an investor in accordance with the terms of the agreement. This is because, according to the agreement, a condition for the plaintiff's entitlement to legal fees is that the defendant approved the investor in advance. My answer to this, as will be detailed below, is in the affirmative.
- The second main question that needs to be clarified is whether the defendant and Shuki acted with the aim of "neutralizing" the plaintiff's activity as an intermediary in the transaction with Unicorn, as the plaintiff claims. My answer to this, as will be detailed below, is that the plaintiff has not been able to substantiate this claim.
- The third main question that needs to be clarified is whether a condition for the plaintiff's entitlement to fees is the establishment of a causal connection between the plaintiff's activity in the transaction, and if so, whether the plaintiff met the required burden. My answer to this question is that a causal connection is required and that the plaintiff did not establish the necessary causal connection.
- The fourth main question that needs clarification is whether the defendant breached the duty to report to the plaintiff in connection with the negotiations it conducted with Unicorn, and if so, whether this is a breach that entitles the plaintiff to monetary relief. My answer to this question is that even under the assumption that the defendant breached the duty to report, this breach does not lead to the conclusion that the plaintiff is entitled to relief, in the circumstances of the case.
- I will turn to discuss these questions in their proper order.
Company One: The answer to the question of whether the defendant approved the unicorn as an investor is in the affirmative
- In the statement of defense and in the affidavit of the main witness Niv, it was claimed that the defendant did not approve Unicorn as an investor under the terms of the agreement. According to Niv, he approved the transfer of information to Weintraub, whom he knew from Pro-Seed, and that if a request had been made to contact Unicorn, he would have examined the request, when he might have agreed or perhaps not (paragraph 31 of the affidavit). Niv stated that it was clear to him that the application was "to Danny Weintraub - and he is the 'customer,'" when the indirect contact with Unicorn was not made with the defendant's approval, as required by the agreement. The e-mail on which the plaintiff relies focused on Danny Weintraub and not on the unicorn fund, and according to him: "It did not occur to me that the plaintiff believes that the fund is an 'investor' as defined in the agreement" (paragraph 32 of the affidavit).
- The defendant did not emphasize in its summaries the claim that it did not approve Unicorn as an investor under the agreement. It is doubtful whether she still holds this claim. In any event, the claim is to be rejected. Niv's testimony regarding the lack of unicorn approval under the agreement raises a difficulty. It is inconsistent with the documents and common sense. Niv explicitly approved Unicorn, as is evident from the contents of the email he sent to Zohar on September 13, 2020, which was described above. The title of the e-mail sent by Zohar is "Investor - Unicorn," and in the body of the email, Zohar wrote to Niv explicitly that Weintraub is asking for an update "in order to examine the possibility of a unicorn investing." Zohar then sent Niv an information sheet about the unicorn (pp. 101-102 of the plaintiff's evidence), and in response Niv explicitly refers to the unicorn in a way that reflects an understanding that it is a unicorn as an investor. He wrote: "I am happy to hear about the success of the IPO," while Niv later updated Niv on the company's status. Moreover, even if it was possible to accept Niv's intriguing testimony in the cross-examination that he did not read the contents of Zohar's e-mail (p. 43 of the transcript), this does not change the conclusion that his written reference should be regarded as approval by the fund as an investor. As is well known, the joint intention of the parties to the agreement is not inferred from presumed intentions or intentions in the heart, but rather from external manifestations of conduct (see Aharon Barak, Interpretation in Law, Volume IV: Interpretation of the Contract 508 (2001) (hereinafter: "the Interpretation of the Contract"); Daniel Friedman and Nili Cohen Contracts, Vol. 3, 235-236 (2003)). The correspondence was very clear, as mentioned, and it shows a clear intention to approve Unicorn as an investor under the terms of the agreement.
Second Company: It has not been proven that the defendant or Shuki acted in order to neutralize the plaintiff as an intermediary
- The plaintiff claimed in her summaries that it was Shuki who may have caused Amit (Unicorn) to send the message to Zohar that Unicorn was not interested in the investment, or that it was Shuki who acted to neutralize Zohar's involvement when he realized that there was another investment banker in the picture who might harm his salary for promoting a deal.
- This thesis of the plaintiff, which was raised in the summaries, remains a mere speculation. It is unacceptable, and certainly not as proven by the balance of probabilities in a civil trial. This is also in view of the evidence presented by the defendant, which sufficiently establishes her position that this was a coincidence.
- Zohar has no knowledge of this matter, of course, and Shuki and Niv's version of events leading up to Unicorn's investment, as described above, is very detailed and supported by many real-time correspondence attached to their affidavits.
Accordingly, it is not possible to accept as probable the plaintiff's thesis that Amit sent Zohar the notice that he had no interest in the investment on November 10, 2020 in order to neutralize the plaintiff, in the absence of direct evidence to this effect and given the existing evidence.