"that we will invest some or all of the FF commission back to the company we must add in the agreement that SplitIT will give options to buy SplitIt stocks (in all the amount of the FF commission) in the valuation of the initial investment for a period time of 12 months.
With regard to this notice, I am of the opinion that the use of the words: "back to the company" indicates a circular action of receiving a financial commission and investing it back in the company, and not an additional commission in the form of entitlement to options in addition to the financial fee. From the aforesaid it appears that on the face of it, in accordance with this notice, the plaintiff is not entitled to receive a monetary commission that can be converted into options for the purchase of shares and in addition to options for the purchase of shares in the amount of the monetary commission, but only to the possibility of converting the financial commission into options for the purchase of shares. I will note that Peleg contradicted the language of this announcement (see page 148) and with the argument that, on the face of it, his words in this announcement are not ambiguous, but he reiterated his version – which in my view has no basis in writing – according to which we are dealing with an additional entitlement to stock options at the value of the monetary commission (ibid., lines 16-20).
- From the notice of March 28, 2018, it emerges, as stated, that the parties did not negotiate at all the possibility of allocating options to the plaintiff, but only the possibility of converting the financial commission to which the plaintiff is entitled into shares. Moreover, from the correspondence below, it appears that the issue of the monetary fee and the possibility of converting this fee was also not agreed upon by Don at this stage. Thus, from Don's notice of March 29, 2018 (which is mentioned in paragraph 12 above of the judgment) it emerges that Don did not agree at all on the financial commission to which the plaintiff would be entitled. In this notice, Don also notes that the plaintiff is asking for a commission of 4% and that Ananda is also asking for a commission of 5% – i.e., Don does not agree to the requested commission rate and does not specify an additional requirement to receive options at the same rate – and from this it can be learned that such an additional demand does not exist at all.
As detailed in paragraph 13 above of the judgment, subsequently the parties apparently reached the agreement reflected in Peleg's notice of April 1, 2018. A perusal of this notice also shows that the agreement negotiated and given by the parties revolved only around the possibility of investing the commission money back to the company, which was the basis of clause 3.1.3 which was added to the base agreement. Thus, Peleg wrote explicitly: