A: In the course of clarifying things, there is a give-and-take [s.a.] You give and you take" (see: Minutes of the hearing of July 16, 2023; p. 71, paras. 1-5).
- Ultimately, the negotiations even led to a change in some of the commercial terms that were ostensibly agreed upon in the framework of the commercial terms document (see paragraphs 122-124 below). It is reasonable to assume that during negotiations there will be conditions, even substantial ones, that will change in relation to the memorandum of understanding, and this does not indicate that the memorandum of understanding is not of a binding nature. As Shlomi noted in his interrogation, these changes do not constitute an unequivocal expression of the fact that the parties did not consider themselves bound by the commercial terms document, and "this is also happening 20 years after the opening of the branch" (see: Minutes of the hearing of July 16, 2023; p. 71, paras. 11-23).
- At the same time, the unusual length of time in which the negotiations took place, the changes that took place in some of the commercial terms, and the parties' testimonies about the nature of the negotiations, constitute some indication - even if not conclusive - that Shufersal and Geshem did not see themselves bound by the commercial terms document.
- In this context, I will add that the two witnesses on behalf of Shufersal - both Shlomi and Yael - did not know how to point to another case in which Shufersal entered into a long-term lease agreement by means of a memorandum of understanding and without a detailed agreement being signed (see: minutes of the hearing of July 16, 2023; p. 76, s. 18; p. 77, s. 8; p. 133, s. 6). This, too, is a certain indication that, as a rule, Shufersal prefers to enter into a relationship through detailed agreements.
- Correspondence between the parties during the negotiations - Throughout the negotiations that took place between Shufersal and Shem after the formulation of the commercial terms document, disagreements arose, mainly on planning issues. Within the framework of these correspondences are statements by both parties, indicating that they did not see themselves as already bound by a binding agreement.
- Thus, in a message sent by Shlomi to Geshem representatives on November 24, 2019, it was written as follows:
"Hello,