In any event, the evidence presented to me shows that the applicants to join the purchasing group, who were interested in doing so, could have been represented, and nothing prevented them from becoming so. And some of them even received real representation, contrary to what was claimed. Moreover; Most of the lawyers who advised the relevant plaintiffs discussed difficulties and risks in the transaction. And some even wholeheartedly recommended not to call her. This advice was ignored by the relevant plaintiffs, because, according to them, the chance was superior to the risk.
- Some of the plaintiffs noted that they were not explicitly told that they were not represented by the respondents. Still, some of them testified that they did not delve into the documents at hand.
Thus, Mr. Ofer Cohen (plaintiff 28) claimed in his affidavit (at paragraph 6) that he was not told that he did not have representation at this stage, and added (ibid.) that the very fact that Adv. Aharonson was present at the first meeting was, as far as he was concerned, confirmation of the proper functioning of the meeting, and that he was protecting his and his partner's interests. He testified (in paragraph 10) that they signed the agreements "without any concern" and "that we could not read and review them at all because of the pressure that was broadcast as aforesaid."
As we shall see below, the version as if no time was given to the parties to read the agreements is liable to be rejected (see below at paragraph 98).
In any event, Mr. Cohen admitted in his testimony that if he had read the representation agreement, he would have understood it in such a way that the defendants did not represent him, and therefore he would not have entered into the transaction (p. 587 Q.1 onwards).
Mr. David Cohen (plaintiff 31) stated in his cross-examination that he had reviewed the representation agreement, and then claimed that he did not remember and did not know whether he had read clause 3(a) in which it was explicitly stated that the defendants were not representing him at this stage. Afterwards, he testified that he had only reviewed the representation agreement but did not understand the depth of the matter (p. 458, Q. 33-25; 459, S. 23).
- I therefore reject the argument that the defendants served as the counsel for the applicants to join the purchasing group at the stage of negotiations prior to joining.
The duties imposed on the lawyers of the group organizer towards those who wish to join her, who are usually not represented
- It was found that Adv. Nof and Adv. Aharonson did not represent the plaintiffs, and the other members of the class at the stage, when they had not yet joined it. They represented the group's organizer and acted on her behalf. It was noted that they would provide representation services to the group after it was established. Those considering joining the class were not their clients, and hence the defendants did not owe them all the debts that lawyers owe totheir clients.
- This is the truth, but not the whole truth. This is not to say that the defendants walked in a world devoid of normative obligations towards those people who were considering whether or not to join the group. These words are derived from the general law, to which Adv. Nof and Adv. Aharonson were subordinate once as lawyers, and the second time as a party to contractual negotiations.
- Once how?
"Beyond the duty that a lawyer owes to his clients, it is possible - in accordance with case law - to recognize in principle the duty of care of a lawyer who represents a party to a transaction also towards the other party, who is not one of his clients [...]. The case law did not outline defined conditions in this context, and it was determined that the degree of liability and its actual crystallization varies according to the circumstances of the case [...]. However, it can be seen that when the question of the existence of a lawyer's duty of care towards a party who is not one of his clients was examined, the court took into account the question of the reasonableness of the injured party's reliance on the information received from the lawyer and whether the lawyer assumed responsibility towards that injured [...]" (Civil Appeal 7721/22 Dr. Walter v. Adv. Stavholtz (published in the [Nevo] databases; 2024 at paragraph 55 of the opinion of the Honorable Justice Ronen).