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"Your answer is nothing but cleverness... You have submitted a power of attorney to the court file in the dispute at hand and your answer is innocent" [Plaintiff's counsel in correspondence dated June 6, 2024, which is attached as Appendix 15 to Maor's main witness affidavit].
- The mediation process between the parties was unsuccessful.
- In addition to Maor, Gazit acted in 2022 to bring about the termination of the partnership by locating opportunities for the sale of the plaintiff's shares to a third party [see Appendix 6 to Maor's main witness affidavit, at pp. 74-75]. Gazit also did not express any objection in principle to the termination of the partnership between the parties [for example, see paragraph 62 of the amended statement of defense].
- As a result, my conclusion is that there has been a loss of trust between the parties which indicates the need togrant relief regarding the separation of powers between the parties. Moreover, Gazit suspects Maor of collaborating with "hostile elements" to the company against whom legal proceedings are being conducted. Maor asked to sell his shares to a third party, whose identity he chose to reveal only during the proceedings here. It is difficult to see how, against the background of these suspicions and the rift described between the two, it is possible to maintain an open and matter-of-fact joint management of the company. It seems that there is no other way to maintain the proper management of the company's affairs than to carry out a separation of powers between the parties. This is without taking a position on the responsibility of any of the parties for reaching a state of loss of trust between them, since it is not required to resolve the dispute in question.
Was the plaintiff deprived by the defendant?
- Without derogating from my conclusion above, I have chosen to examine the arguments of the parties regarding the ground for discrimination on the merits of the matter. I will address each of the plaintiff's main claims separately, and examine to what extent, if any, her legitimate expectations have been harmed.
- As stated, I found that there is room to classify a company as a kind of partnership for the purpose of discussing the cause of discrimination. There may be cases in which a violation of the expectation of joint management in a company that is a kind of partnership will not be recognized. This, for example, is when the parties jointly manage the company in practice, even if the "formal" right of a shareholder in the company has been violated [see: Civil Appeal 6496/11 Yaakov Sasbon v. Ephraim (Ofer) Solomon, at paragraph 22 of the judgment of Justice S. Jubran (Nevo, January 28, 2014)].
Alongside the aforesaid, a variety of circumstances have been identified in the case law that establish a legitimate expectation on the part of minority shareholders. In the Ginzburg case, Justice Stein discusses circumstances in which the court may recognize the right of a minority shareholder to relief to remove discrimination and separation of powers: