Throughout the statement of claim, the plaintiff bases his claim for accountability for the existence of a partnership, which he seeks to dissolve. Thus, in the introduction to the statement of claim, in the first paragraph. Thus, for example, in sections 7-9, which detail the circumstances and date of the establishment of the partnership, and so on throughout its length. In paragraph 10 of his summaries, the plaintiff notes that the requested relief is given not only in the case of a partnership, but also during the existence of a relationship of trust or special relations, as indeed noted in the case law above. Thus, for example, such relief can and will be provided in the relationship between an attorney and a client, a guardian - confidential, etc.
The plaintiff did not claim and in any case did not establish the existence of any special relationship of the kind that I mentioned above, and therefore, to the extent that he is entitled to the requested remedies, it can derive at most from the existence of a partnership.
- Section 1 of the Partnerships Ordinance [New Version], 5735-1975 (hereinafter - the Ordinance), defines the term "partnership" - "the association of persons who have entered into partnership relationships".
The term "partnership relationships" is defined in section 1 of the Ordinance as follows:
"The relationships between people who manage a business together for the purpose of generating profits, with the exception of the connections between members of a corporation incorporated under any other law."
Accordingly, it was determined that:
"... There is no corporate normative duality in our system. Each corporate framework takes out the other. A corporation cannot be a partnership and a company at the same time... Conceptually, therefore, no partnership and society can coexist. prima facie, the existence of a company drops the ground under the argument of partnership" (Civil Appeal 1286/90 Bank Hapoalim in Tax Appeal v. Vered Apparel Ltd., IsrSC 48(5) 799 (1994); emphasis is not in the original; hereinafter - the Vered Apparel case).
- In other words, the rule is that once a certain form of association exists, all other forms of association - including a partnership - are disqualified. Had the law sufficed with this, the very existence of all the companies managed by the parties would have been sufficient to put an end to the plaintiff's claim for the provision of accounts in the framework of a partnership relationship. However, over the years, exceptions to this rule have been recognized in case law and literature, and in some cases it has been determined that a partnership can exist even when a different form of association is chosen. Thus, in the Vered Clothing case, cited above, it was held that in certain circumstances a company will be recognized as a partnership - "In light of the special circumstances in this case, it appears that the mere registration of the company does not negate the possibility of a partnership" (ibid., at p. 806).
However, in that case the determination was based on specific circumstances, in which "all parties, including the respondents, agree that the company is nothing more than an empty framework of any real content. It was registered for tax reasons. In practice, the company never paid fees. She has never been active.... She never filed annual reports. She did not give any notice regarding an address. In these circumstances, from a material point of view, the initial registration of the company has no significance.... (emphasis added; p. 807).