In the counterclaim, it was claimed, inter alia, that the plaintiff disavowed his obligation under this agreement to bear his share of the debts that arose during his time as a shareholder in Odan Entrepreneurship, in which his share is approximately ILS 1.6 million, and he holds with him the funds and rights that he received over the years in connection with Odan Development. It was also claimed that the plaintiff breached his duties to Odan Entrepreneurship as an officer and controlling shareholder and other duties under the law, when a company on his behalf, Tov Gal, stole business opportunities and projects from Odan Entrepreneurship, while making profits. In the context of this crime- of breach of fiduciary duty and theft of projects - the relief of providing accounts is sought (see, for example, paragraphs 7 and 21 of the counterclaim).
Thus, the remedy of providing accounts in a counterclaim is not based on a claim of partnership in connection with the activity of Oden Entrepreneurship. This remedy is based on an alleged breach of fiduciary duties and other legal obligations of the plaintiff towards Odan Entrepreneurship - which is one of the plaintiffs alongside defendant 1 - and therefore it is requested that the plaintiff and Tov Gal transfer "all the information, documents and data in connection with their profits in respect of Odan Entrepreneurship's projects" (paragraph 21 of the counterclaim).
In any event, defendant 1 is not silenced from arguing against the plaintiff's entitlement to provide accounts, since the counterclaim is based on a completely different claim from the plaintiff's.
- In paragraphs 38-40, 41.a, c, d, g, 70 and 66-71 of his summaries, the plaintiff gathered evidence, according to him, regarding the intention of the parties to conduct themselves as a partnership and to make use of the corporate structure as an "empty shell" only. These include joint bookkeeping, the lack of registration of the parties as shareholders, the absence of acceptable corporate management documents, money transfers between the companies, including the acquisition of Odan Entrepreneurship through Odan Services without a decision within the latter's activity, the absence of a CEO of Odan Entrepreneurship and Odan Services (or the appointment of a CEO of "Stash"), alleged trusts, employees who actually worked for more than one company, concentrated payment to service providers, and the dispersal of the foreign workers themselves among the corporations. The plaintiff also relied on quotes from the amended indictment that include the word "to", which show, according to him, that the parties acted "as two individuals", with the aim of executing a plan to generate personal profits, attesting to an intention to maintain a partnership relationship and an attempt to circumvent the limitations of the regulation.
There is no need to discuss the veracity of this evidence. Even if they are all well-established, they relate to the period after the regulatory change, which, as far as the parties are concerned, necessitated the establishment of the manpower corporations. This does not attest to the intention of a partnership from the outset that existed prior to the regulatory change or an intention to create a partnership thereafter. This evidence is only consistent with the fictitious nature of the corporate structure of the establishment of several manpower companies that are not under the formal control of the parties - it was indeed an "empty shell", a fact that is not in dispute and was established in the amended indictment.
- This is also the case with respect to allegations of business conduct that is "inconsistent with an authentic corporate structure" (paragraph 70.d of the plaintiff's summaries) in relation to the events described in sections 70.c and 70.g.
In paragraph 70.c of the plaintiff's summaries it was claimed that Odan Services paid from its own money for the purchase of Odan Entrepreneurship, but that the parties who received the shares of Odan Entrepreneurship were the parties personally. The plaintiff claimed that defendant 1 did not know how to provide a response as to how this was possible and referred to page 231 of the transcript. A perusal of the minutes reveals that defendant 1 did indeed explain that this was apparently recorded as a dividend (ibid., paras. 11-15). This is an accounting matter that could have been registered as an owner's loan, for example, and this is not evidence of a partnership.