Paragraph 4 further states:
I am aware that you do not advise me/us on the issue of the value of the real estate and/or regarding the rate/amount of the expected construction costs and/or regarding the architectural planning and/or licensing and their nature and/or regarding the economic feasibility of the transaction... Since these matters are not in your area of expertise, and in these matters I will consult/consult (as applicable) with a real estate appraiser, architect / or any other consultant on our behalf [emphasis added].
In paragraph 7, the plaintiffs declare that they examined with their own consultants the significance and nature of the transaction, understood it well, and found it to their full satisfaction, and even declared that they had the opportunity to receive legal advice on the matter.
Paragraph 10 clarifies that the plaintiffs may and can employ another attorney on their behalf for the purpose of representing them in the purchase agreement and the partnership agreement.
And in paragraph 13 of the agreement, the plaintiffs again declared:
I am aware and we agree that your firm represents and will continue to represent the manager/marketer and that in the event of a dispute between us and the manager/marketer, your firm will represent the manager/marketer and I/he waive in advance any claim and/or demand and/or claim against you regarding such representation.
In their summaries (in paragraph 28), the plaintiffs quoted paragraph 1 of the representation agreement, according to which the plaintiffs appoint the defendants "as my legal advisors", but the reference is to those services, mentioned in paragraph 1, that will be provided to the class members, after it is established. This provision does not negate the provisions stated above. They clearly determined that the lawyers do not represent the person who wishes to join the group at the negotiation stage in this matter, and that they are entitled to engage in separate representation.
I do not accept the plaintiffs' argument that the representation agreement was drafted in a confusing manner, which could have created a different impression. Its content speaks for it. It spans two pages. It would have been expected to be reviewed before the call.
- Provision of the Sharing Agreement
Even in paragraph 8.6 of the sharing agreement, which is indeed more complex to understand, the plaintiffs reiterated that they confirm and agree that the defendants do not represent them in the negotiations for the signing of the partnership agreement or any of its appendices, and that the defendants do not provide the plaintiffs with any legal advice in connection with these documents.
- This was also the position of the defendants in their affidavits (paragraph 34.5 of Adv. Nof's affidavit, and paragraph 34.5 of Adv. Aharonson's affidavit). They noted that they presented themselves as belonging to "the law firm accompanying the project and it represents the organizer of the group and will represent the group as a whole (as such), after it is formed." This statement is consistent with the agreements presented above.
This position was also presented by them in their cross-examination. Adv. Aharonson even clarified in his testimony, in an undisputed manner, that the representation is not about the actual entry into the contractual system, but only afterwards, when the group is formed. "As soon as [you] enter the group and sign the entire set of agreements with a member of the group, I represent you as part of the purchasing group members as a single entity to make sure that all the legal aspects of this project are moving towards the finish line" (p. 874, s.7 ff.).
- As stated, the plaintiffs' argument in their summaries was different. According to them, the defendants also represented them in the process of joining the group, so they understood and were also told. But I can't accept this argument. This is a clear contradiction to the documents signed by everyone who joined Group 102.
The plaintiffs further claim that the defendants did not emphasize to them that they did not represent the applicants to join the group at the negotiation stage. Still, as explained above, this was clearly evident from the various documents, most of which were not long. Indeed, various plaintiffs stated that the marketing officials in the Inbal Or Group told them that the Cassuto-Nof firm was already representing them at this stage, and that this was a guarantee of the seriousness and quality of the project. If so, this is indeed a deception, but it was carried out by the same marketers. No evidentiary basis was presented to me on the basis of which a finding that the defendants themselves, Adv. Nof and Aharonson, made such representations that were contrary to the agreements. The plaintiffs' arguments in this regard contradict the signed documents they determine.
- But beyond that, the plaintiffs' argument is contradicted by substantial evidence, which shows that in quite a few cases the plaintiffs sought independent legal advice regarding the signing of the agreements:
- Thus, Mr. David Reznik (plaintiff 47) testified on his behalf and on behalf of his wife, Ms. Michal Reznik-Berkowitz (plaintiff 48). He noted that they consulted with their lawyer after they signed the application form, but she did not receive the documents for signature before the second meeting because their request on the subject was denied. He further testified that he came to this meeting with the intention of taking the documents and consulting with their lawyer, but in the end they decided to sign what was required because they were convinced that there was no point in waiting any longer, and since they wholeheartedly believed that the defendants represented them and took care of the advancement of the project, and that they would receive the promised apartment (paragraphs 15-17 and 20-21 of Mr. Reznik's affidavit).
But the evidentiary reality is different.