Civil Case (Haifa) 4895-03-22 Diamond Star Construction and Development Company Ltd. v. Hollander Stern Construction Company Ltd.

1. The Nof HaMitzr Company in a tax appeal is the owner of rights in the land located in Atlit, on which it is requested to build an extensive construction project. Hollander Stern Construction Company Ltd., owned 1/3 of the shares of Nof HaMitzr Ltd.  In December 2020, an agreement was signed Loyalty Between the plaintiff - Diamond Star Construction and Development Company Ltd., and the defendant - Hollander Stern, according to which the latter will purchase for the plaintiff and for two other purchasers in trust, the remaining shares of Nof HaMitzr Company.  In February 2022, the defendant notified the plaintiff of the cancellation of the trust agreement.
2. In her claim in this case, the plaintiff petitions to declare that the trust agreement is valid, and that the defendant must transfer to her the shares of Nof HaMitzr that she purchased for her in trust. The focus of the dispute between the parties lies in the defendant's claim that the plaintiff breached the trust agreement and her obligation to bear a proportional share of the cost of purchasing the shares of Nof HaMitzr Therefore, there is a reason for its cancellation.

Background

3. The Defendant Hollander Stern Tax Appeal Building Company is a company registered in Israel controlled by Haim Hollander and Ofer Stern. The company is engaged in initiation and construction work.  In 2017, the defendant co-founded B.R.  Ben Rahamim Properties in Tax Appeal and Carmel Isolation in Tax Appeal (Hereinafter: The Partnership) The Nof HaMitzr company in a tax appeal in order to participate in a tender published by the Israel Land Authority, for the lease of land located in Atlit (Gush 10535 Part of Plot 29 with an area of about 7,503 sq.m.  (Founders' Agreement dated 25/7/2017 attached as Appendix 1.1 to L/3).  The defendant was allocated 1/3 of the shares of Nof HaMitzr; The remainder of the shares were allocated to the partnership.  Nof HaMitzr won the tender and signed an agreement for the lease of the land (the lease agreement dated November 15, 2017 was marked Annex 1.3 to N/3).  According to the agreement, Nof HaMitzr leased the land until May 15, 2115.
4. In 2020, they decided The Partnership in Nof HaMitzr to Sell Their Shares. In accordance with the provisions of the Founders' Agreement (Sec.  15), the partners offered the defendant to purchase all of their shares.  The defendant, which sought to alleviate the financial burden in the purchase of all the shares, approached a number of parties and suggested that they participate in the purchase (N/3, paragraph 25).
5. At the time, Haim Hollander and companies under his control had working relations and partnerships with The plaintiff and other parties in the promotion Various construction projects in the Nahariya area (see Appendix 1 to A/2). Therefore, Hollander approached them and suggested that they join the purchase of shares The Partnership In the view of the fortress.  At the end of the day, an agreement was reached whereby the shares of the partnership in the fortress landscape would be purchased by four parties - the plaintiff, the defendant, Yinon Hai Investments (97) in a tax appeal (hereinafter: Yinon) and Oshri Cheshlosh Development and Investments in Tax Appeal (hereinafter: Oshri Shlosh).  It was also agreed that the plaintiff would purchase the shares of the partnership in trust for the defendant, Yinon and Oshri Shlosh (The plaintiff, Yinon and Oshri are three together as follows: The nod).
6. On December 24th/2020 A trust agreement was signed between the parties (Appendix 7 toA/2). In the trust agreement, it was determined that the defendant would purchase the trust From the Partnership For all parties, 800 of the shares of Nof HaMitzr Company (constituting 2/3 of the shares), for a total of ILS 16,666,666 (clause 2.1).  Yes Agreed What will be the share of each party in the shares and that the consideration will be paid by the parties in accordance with their relative share in the shares that will be purchased.
7. Clause 2.5 of the trust agreement states:

In light of the agreements of Parties A, B, C and D regarding their share in the sale as detailed below, the parties hereby agree and stipulate that each of the parties A, B, C and D shall bear the proportional share of the amount of the consideration for the sale, which stands at ILS 16,666,666 as follows: