To this must be added what is stated in the agreements signed by the plaintiffs. Paragraph 4 of the representation agreement explicitly states that "the legal advice given to me/us by you does not include the provision of an opinion regarding the dates of execution of the project."
In paragraph 7.1 of the sharing agreement, it was determined that "the parties are also aware that the time required for the approval of a specific zoning plan and the planning of the lot and the issuance of a building permit will be extended, as is customary by the local committee of Ramat Gan and the relevant bodies authorized to handle such requests... [emphasis added]."
Against this background, there is no strict commitment to the timetables for the implementation of the project in the agreements. And this is not surprising. One of the factors of uncertainty that accompanied the transaction was its dependence on the approvals of planning bodies. Theplan promoted by Ms. Or was complex and wide-ranging, and required an in-depth examination. It is therefore clear that the written agreements reflected this complexity, and did not adopt timetables for obtaining the coveted permit.
And this was also, as may be recalled, the reason why the lawyers with whom some of the plaintiffs consulted, stated that they did not recommend entering into atransaction (see above in paragraph 73(f)).
- Against the background of all this , I reject the plaintiffs' arguments in this matter. This is a claim by interested parties, who have not proven what they claimed. The fact that an explicit representation was made in the statement of claim, which was later abandoned, shows that it is not possible to base a finding on this testimony.
The possibility of building on a plot of 102 housing units independently was kept in the agreement but was not relevant in practice
- Another alleged deception, which the plaintiffs are focusing their attention on, is that the defendants misled them when they promised them that the entire project could be built on Lot 102 only. According to the claim, they were presented with the possibility of building 57 housing units for all the members of the group, even without a merger with the adjacent Lot 104. But it turned out that she wasn't. The said building capacity depended on the receipt of rights pursuant to the joint planning with Lot 104, and this dependence was concealed from them.
- The presentation of this promise is also inconsistent with what was detailed in the statement of claim. Thus, in the amended statement of claim (in paragraph 12) it was noted that the plaintiffs were presented with a representation that there would be great difficulty in building many housing units on Lot 102, and that the solution to this would be to promote the joint plan for this lot together with Lot 104. They were also told that this solution was feasible, since the adjacent lot was owned by the Green-City company. In the amended statement of claim, the plaintiffs therefore complained that they bore the risk of the plan not being realized, when this risk was not explained to them. It was found that it was not claimed in the amended statement of claim that the defendants promised the plaintiffs that the project could be built on Lot 102 alone, and that this promise was breached.
The defendants are therefore correct in their argument that this argument constitutes an expansion of a prohibited front, and this is sufficient to reject it.
- On the merits, theargument contradicts the written contractual system. An examination of it shows that although the possibility of establishing the project in Lot 102 alone was preserved, no certainty was presented that this would be the case, and it was even clearly noted that Derech HaMelech is in an attempt to join forces with the adjacent Lot 104. This was the deal on the agenda, according to which the priority was given to the possibility of sharing, and the matter of building the project on Lot 102 alone was pushed to the corner. There was certainly no promise that at the end of the day such a project would be built, independent of the adjacent lot.
- The plaintiffs refer in this matter to the provisions of clause 7.1 of the sharing agreement, but already there is a clear preference to build a combined project with Lot 104. And this is what the section instructs us, in the part quoted by the plaintiffs:
7.1 The parties are aware that there is currently the possibility of building the building on the lot only. However, the group aspires to change this planning situation in order to integrate the construction together with Group 104 as aforesaid.
- In any event, it is clear from the agreements signed by the plaintiffs that the possibility that a building will be built independently in Plot 102 is low in the priorities, and there is also a possibility that it will not be realized. This is due to the following:
First, a clear representation was made that if the team organizer came to the rescue, the structure in Lot 102 would be combined with the one in Lot 104. This is what emerges from the full wording of the section already quoted above, and for the sake of convenience I will repeat its full quote: