The appellants laid a factual basis, from which it can be concluded that the activity of the managers in the said engagement deviated from their routine activity as managers in the company, in a manner that imposes on them a personal duty of care towards the appellants.
In my opinion, this question should be answered in the negative. As for respondents 1 and 2, the appellants did not lay any factual basis regarding the involvement of respondents 1 and 2, except for their status as managers. Regarding respondent 1, nothing was proven. As for respondent No. 2, all that was proven was one meeting with the appellants in connection with the contract. From this single meeting, it is not possible to derive a duty of care of this respondent towards the appellants. The situation is not significantly different even with respect to the respondent.3 Indeed, this respondent claims that there were meetings between him and the appellant, in which it was agreed that the appellants would waive their right to a third apartment. However, we have determined that this version has not been proven. The appellants deny it. They claim, indeed, that there were "frequent" conversations with respondent 3 (page 17 of the transcript), in which he did not deny the obligation to provide the appellants with a third apartment, but they do not provide any data that would clarify when these conversations took place. Thus, it is not clear whether these conversations took place in the period prior to the registration of the mortgage in favor of Mizrahi Bank (1983 or thereabouts), or afterwards. This is the case with the appellant's affidavit, which remains completely obscured on this point (see paragraph 14 of the affidavit), as well as in the appellant's testimony (page 17of the transcript). In fact, the appellants do not bring any detail in their argument regarding the involvement of each of respondents 1-3 in the relevant period, which begins with the conclusion of the contract and ends with the registration of the mortgage on the collateral asset in favor of Mizrahi Bank. My conclusion, therefore, is that in the circumstances of this case no basis was laid to determine which of the respondents 1-3 personally owed the appellants a duty of care, which was breached in the registration of the mortgage in favor of Mizrahi Bank.
- Is it possible to attribute to the directors a tort of causing a breach of contract, on the basis of the claim that
caused the company to breach the agreement with the appellants? The answer to this question is also no. In her book