Additional Arguments Regarding the Interpretation of the Agreements and Their Accompanying Representations
- The plaintiffs argued in their summaries (in chapter 19) that the rulings of the Supreme Court in other municipal applications 483/16 Haviva Yehudai v. Halamish - a government-municipal company for housing, rehabilitation and renewal of neighborhoods in Tel Aviv should be applied to our case in a tax appeal (published in the databases [Nevo], 2017) (hereinafter: the Yehudai case). In this judgment, the court enumerated (in paragraphs 41 and onwards of the opinion of the Honorable Justice Barak-Erez) four criteria, the fulfillment of which carry considerable weight to the external circumstances of the conclusion of the agreement in comparison to its language.
But our matter is different.
In the circumstances of the case, there was a dual entity, the Halamish Company - which is a government-municipal company intended for housing, rehabilitation and renewal of neighborhoods in Tel Aviv. Ms. Or's friendship is not like that. In addition, in the circumstances of the case, we were talking about a disadvantaged group - people with limited means who could not afford to buy a roof over their own heads, and the intention of the agreement was to provide them with housing until the age of return. In our case, we are not dealing with a weakened group of the said type, and as explained, some of the agreements were short and the plaintiffs had to delve into them.
Hence, the Yehudai case does not change the previous conclusions regarding the interpretation of the agreements on the agenda.
- In any event, the plaintiffs' argument in their summaries (at paragraph 473) that "the system of contracts is not clear and clear enough". As I noted above, the risks associated with the acquisition group at issue were well raised from the basic documents. No one prevented those who sought legal advice from doing so, and some of the defendants did indeed use such advice.
- Finally, I am unable to accept the plaintiffs' arguments that their testimonies regarding such and such representations that accompanied the agreements, which added undertakings that are not anchored in writing, should be preferred. As stated, the agreements included a clear provision that there is no validity to any previous representations and undertakings that are not specified therein. Such clauses came into existence precisely to prevent parties to agreements from attempting to make oral promises, of one kind or another, that contradict or do not appear in the written agreements. These types of stipulations come to create contractual certainty, which is important for any contractual relationship, and certainly for a purchasing group that comes to promote a construction project, which includes dozens and hundreds of agreements. The plaintiffs tied themselves into this contractual system. They took upon themselves the determination that the undertakings that do not appear therein are invalid. They must honor this taking.
The plaintiffs' claim that the expropriation that took place on Lot 102 was concealed from them was not substantiated
- The plaintiffs claimed in their summaries that the defendants concealed from them the significant expropriation of the land, amounting to 230 square meters out of 445 square meters. To substantiate their argument, they referred to paragraph 2.1 of the sharing agreement, in the definitions section, in which it was stated in the definition of the term "the lot" that it was "land with a registered area of 445 square meters", and the expropriation was not mentioned.
This argument is contradicted in light of the fact that the contractual framework must be read as a whole. In Appendix A to the sale agreement (see: Appendix 2 to the amended statement of defense) there was a note regarding the expropriation of 21 May 1985 in an area of 230 square meters, and a note dated 29 April 2007 in accordance with the Roads Ordinance, which relates to the route of the light rail.