This is primarily because the plaintiff failed to prove that the contractual conditions that entitle it to commission are met with respect to the second offering. These terms are set out in clause 3.1.1. - Which was quoted above in paragraph 8 of the judgment and in accordance with it:
"any investment transaction occurring within 12 months from the date the latest investment transaction with respect to which Finder was entitled to fee was consumed"
This section establishes three conditions for the establishment of eligibility for the commission – first, an investment transaction must take place; Second, the transaction must occur within 12 months of the date of the previous investment transaction; And third, the investment transaction must be related to the transaction in which the Finder was entitled to the commission: with respect to which Finder was entitled to fee was consumed." Also relevant for the purpose of this section is the definition of the term investment transaction that appears in clause 1.3, according to which it is:
means, (a) any equity investment … of the Company by an Approved Contacts (an "investment Transaction):."
The combination of the clauses indicates that a condition for the plaintiff to be entitled to the commission is that the offering was carried out through an approved contact person – that is, that there is a connection between the person who made the offering for the first time and the person who made the offering the second time. In line with this, the plaintiff claimed in the statement of claim that the first offering was led by Peterson, which is connected to Armada – which is an approved contact. The problem is that the defendant attached evidence indicating that the person who led the second offering was Morgan (see Appendix 21 to Don's affidavit). This evidence was not contradicted by the plaintiff. Moreover, in the framework of its summaries, the plaintiff changed the front in this matter, omitted this condition – i.e., the condition and accordingly the offering must be carried out through an approved contact person, and claimed that its entitlement to the commission is conditional only on two conditions, namely – (1) the holding of the offering within 12 (2) months from the date on which the plaintiff received a commission for the offering. This claim of the plaintiff is not only a postponement due to a change of façade, devoid of any support in the language of the agreement, and in accordance with it, a condition for entitlement to the commission is the execution of a transaction through an approved contact. Given the aforesaid and since there is no dispute that the plaintiff did not bring any evidence supporting the existence of this condition (and did not even contradict the counter-evidence brought by the defendant in this matter), her claim should be dismissed.