The plaintiff focuses on the interpretation of the clause in the word "also", which she claims indicates that it is a commission in addition to the monetary commission and yes, the word "options" – in the plural, as opposed to the word option in the singular. It was argued that in light of this, the linguistic interpretation of the section indicates that it is a fee in addition to the receipt of options (as a noun) for the purchase of shares and not for the receipt of an option (right) to purchase shares. It was argued that support for this can be found in the differences between the possibility of converting the monetary fee – which is fixed as a duty imposed on the plaintiff and not the right granted to her; during the period of time for exercising the option to receive the options as opposed to the conversion obligation; and the rate of payment for options (which is higher in accordance with clause 3.1.4). The defendant, on the other hand, focuses on the conclusion of the clause in which it is written: "Investing all Finder's Fee back in the company" – Sifa, which in her approach indicates that this is an investment of the financial commission back to the company. According to her approach, this conclusion indicates a circular movement of receiving the financial commission and investing it back to the company by way of the purchase of shares.
After examining the arguments, I am satisfied that the language of the section is not unequivocal. However, this is a section whose language is incoherent, since what is stated at the beginning of the section – which the plaintiff focuses on – shows support for her approach, but on the face of it it contradicts what is stated at the end of the clause that is consistent with the defendant's interpretation. In these circumstances, and in view of my determination that this is indeed a business contract, but one that was drawn up by private persons, in a language that is not familiar to them, I am of the opinion that for the purpose of interpreting the clause, the external circumstances of its conclusion must also be examined.
- Therefore, I will move on to the external circumstances of the wording of the section. As to the external circumstances, I will preface by noting that there is an overlap between the facts and the analysis that served as the basis for the determination, according to which the parties agreed to include the clause in dispute in the agreement between them, and the determination regarding the interpretation of the agreement based on the circumstances of its conclusion. Therefore, and in order not to repeat the matter, I find it necessary to note that all of the above is in addition to my determinations regarding the lack of intention to include this clause in the agreement between the parties, which shows reinforcement that the intention of the parties was not to determine the provision of options in addition to the monetary fee. Therefore, I will focus in this part of the judgment mainly on the external circumstances, which indicate the interpretation of the clause as given by the parties, and especially by Peleg in real time.
As for this interpretation, first and foremost, it indicates the interpretation of the agreement, which is stated in the e-mail messages sent by Peleg to and from the Foundation to discuss on 28/3/18 and 1/4/18, which were presented as stated in paragraphs 12 and 13 above. In the background of the announcements – the possibility of an IPO of the company and Peleg's desire to receive a commission in accordance with the basic agreement (which applies to fundraising) even in the event of an IPO. In light of this, Peleg requested to add clause 3.1.4, the purpose of which is to regulate the possibility of converting the monetary commission in accordance with the finder agreement into shares. And documented – at the stage when this clause was requested, there was no clause at all that allowed the plaintiff to convert the monetary commission into shares (i.e., there was no clause 3.1.2 as it was added only afterwards to the agreement), and moreover, the plaintiff's very right to receive a commission in the event of an offering and not a financial raise, required regularization. Since the background to the clause has been clarified, I am of the opinion that an examination of what is stated in the notices to which the clause was added to the agreement clearly shows that the intention in including the clause was – as stated in the explicit notices – to allow the plaintiff to convert her financial commission into shares – and nothing more. Support for this assertion can be found in the testimony of Peleg, who confirmed – with regard to the content of the e-mails – on page 155, lines 13-14 that: