In a parenthetical article, I will note that the sums stated in the email also raise real questions as to how the plaintiff now claims that defendant 1 owes him many millions of shekels.
- Third evidence: Additional support for the fact that the partnership's claim is an argument that was raised retroactively for the purpose of this lawsuit can be found in the statement of defense (N/16) filed by the plaintiff in 2023 on behalf of Tov Gal in the claim of Adi Leibowitz Holdings Ltd. Oden Properties was added as an additional defendant. In this statement of defense, the plaintiff claims that the lawsuit was filed by a "controlling shareholder of the company (i.e., Oden Properties) against another shareholder" (paragraph 4 of the statement of defense), while raising claims regarding the discrimination of a minority shareholder in Oden Properties (section 9). The use of these terms, instead of raising claims regarding the existence of a partnership, strengthens my conclusions. The plaintiff testified that he also saw himself as a partner of defendant 1 in Uden Properties despite the holding through companies (p. 117 of the transcript, paras. 14-16), despite the wording of this statement of defense.
- Fourth evidence: The plaintiff, through Adv. Fried, applied to the Registrar of Companies to voluntarily liquidate Odan Services (P/20; p. 133 of the minutes, paras. 25-34), which indicates that he saw it as a company in a tax appeal and not as part of a partnership, and regardless of the question of whether it was with the consent of defendant 1 as he claimed (p. 134 of the minutes).
- Fifth evidence: The conduct of the parties in the framework of a corporate structure of companies in a tax appeal also arises from a series of documents that were presented. I will give only examples from the details in paragraph 45 of the defendants' summaries: Signing Rights Protocol in M. Schneider (P/2); Protocol of Signature Rights of Odan Services (N/21); the accounting card of Odan Development (Appendix 32 to the affidavit of defendant 1); various company documents that are allegedly included in the partnership in the files of the Registrar of Companies (Appendices 7-9 to the affidavit of defendant 1); Notice of Transfer of Shares from Paran Law Firm in P.L. Manpower Services (P/9).
- Sixth evidence: The testimony of defendant 1 defendant 1 was coherent and combined with all the evidence and circumstances supporting the absence of a partnership, and an unmediated impression of it leads to its full acceptance.
E9 Testimony of Adv. Hayek
- Hayek stated that in 2000 he was approached by defendant 1, whom he had known before, and asked to assist him in establishing a company in which he and the plaintiff would be shareholders, the shares of which would be held by a company to be registered in Gibraltar, and he did so. The name of the Israeli company was later changed to Odan Services (the companies' documents were attached as Appendices 1-4 to his affidavit). In 2005, he was asked to establish Adgar (formerly Recido), whose shares were held in trust by a law firm in which Adv. Hayek was a partner (Appendices 5-6).
Adv. Hayek stated that in all the meetings with the plaintiff and defendant 1, they never mentioned a partnership or an intention to do so, and they did not conduct themselves as partners. Both of them had a defined share in the shares, officers and authorized signatories were appointed, board meetings were held, shareholder meetings were held and reports were submitted, agreements were drawn up for the transfer of shares, etc. In his understanding, the parties also did not believe that they were acting as partners in the legal sense of the term.
- When asked about his version, he replied that "the answer is very simple, because a company and a partnership, as you know as a lawyer, are two completely different corporations, whoever comes and asks for a partnership, you don't establish a company for him because the rules regarding a company are completely different" (p. 266 of the transcript, paras. 2-4).
And later on: "... So it's very easy when someone comes and says, 'I'm asking for a company, this is a company,' you can't confuse a partnership with a company" (ibid., paras. 13-14).