Thus, even on the merits of the matter, and apart from the fact that defendant 1 did not bother to defend herself here, I found her liable in torts, contracts and breach of the unique, cross-cutting duty in the law, to act in good faith towards the plaintiff.
Liability of Defendants 2-8
- I am afraid that it is not by chance that defendant 1 passed away a few days before this lawsuit was filed against her, and she was well aware, even before, that she would be filed.. I found it difficult to find any other reason for the voluntary liquidation of the company, which did not find itself in an insolvency proceeding and similar events, which force its end on it. This matter, alone, is required to turn on a warning light regarding the conduct of the elements behind this society. The problem is that the defendants also - The direct owner of the defendant company or the owner of the chain - This court was not presented with any explained reason for the company's decision to liquidate itself.
- Although it is clear that a veil of incorporation separates a company from its shareholders, and despite the separation, in principle, between the company and its officers, who play a managerial role, it is clear that the company does not operate on its own. It is required (for the time being) for the people who will operate it. Corporate Law - Law and Case Law - that these separations are an institutional foundation, they made sure to place restrictions on them in order to prevent their abuse. In the matter of shareholders, the legislature dedicated the The section The Sixth to the Companies Law, 5759-1999 and the case law were careful to demand an increased level of liability - and proving it - in the operation of this section. officers, even though they no longer enjoy the corporate screen that he had previously provided to them, Section 54(b) According to the law, they are examined according to their own conduct. Just as they cannot, if they have personally sinned, take refuge in the shadow of society, so improper conduct of the other and not implicated in their violation of the law, will not place the responsibility at their doorstep.
Each of the doctrines, which qualify the separation – lifting the veil in the matter of shareholders and imposing personal liability on an officer – is operational, and requires implementation, in the case before it. Two are the conclusions that arise from what has been detailed in this judgment, at length so far. The attempt to refute the claim by means of claims, which I could not find credible, for the absence of rivalry between the plaintiff and defendant 1 was nothing but a continuation of the false, bad faith activity of the defendant and her people towards the plaintiff. What was done was to a large extent sufficiently severe to determine that there was someone who sought to take advantage of the separate personality of defendant 1 for conduct that was unlawful and whose main purpose was to extract, in bad faith and not for a legitimate purpose, funds from the plaintiff without providing her, in return, with the service she had purchased. This justifies raising the curtain between defendant 1 and all of its shareholders. He further justifies a "double" lifting of the screen, the one enjoyed by the flesh and blood owners of the companies that hold the defendant. The defective conduct, which went to the root of defendant 1's operation, could not have overlooked even one of the persons, who are its owner or owners in the chain. Defendants 2 and 5, in their conduct before this court, did not persuade, but rather that they had a hand in the wrongdoing. They took part in the activity and joined hands to conceal it, first from the company's customers and then from this court. Defendant 8, who did not testify, prevented himself from the possibility of showing that he had no part in that conduct.