Moreover, the agreement stipulates as follows:
"This Agreement shall include all of the understandings, agreements, obligations and conditions between the parties, and shall not be valid for any obligation, statement, representation, promise, or agreement between the parties that precedes this Agreement and is not included therein" [Article 5.6 of the Agreement].
The section does not define legal expenses in all of the defendant's exclusive charges. On the contrary: the clause establishes a mechanism for raising "additional financing" for the company, according to which the parties will provide additional capital to the company in accordance with their relative share in it - whether by way of an owner's loan or by way of an allocation of shares.
Therefore, I am of the opinion that the plaintiff did not bear the burden of persuading that the defendant's demand constitutes discrimination against the minority.
Submission of Annual Reports and Payment of Fees
- In the statement of claim, the plaintiff noted the defendant's unwillingness to submit annual reports and pay a fee to the Registrar of Companies on behalf of the company, as he undertook in the agreement.
- Failure to submit annual reports on time to the Registrar of Companies may constitute conduct that entails a violation of the plaintiff's legitimate expectations as a minority shareholder. This is especially true when the liability in question is imposed on the defendant by virtue of the law and by virtue of the language of the agreement [for example, see clause 4.4 of the agreement]. The defendant's refusal to carry out the tasks assigned to him may constitute a mismanagement of a company that harms the legitimate expectations of a minority shareholder [see: The Ginzburg case, at para. 33].
- However, the plaintiff was not persuaded that this was the case in our case. The defendant testified about disruptions on the part of the company's accountant that caused delays in the preparation of such reports [see paragraph 72 of Gazit's main witness affidavit], along with evidence indicating attempts to remedy the defects in question. These, in and of themselves, are not sufficient to amount to deprivation of the plaintiff [see: Civil Case (Economic) 11439-05-19 Lilach Tal v. Orly Guy, at para. 111 of Justice Y. Sharvit (Nevo, January 21, 2024)]. In our case, the plaintiff did not show how the aforesaid defects, apart from their existence, lead to a violation of her legitimate expectations, especially taking into account that the delay and its circumstances were known to Maor and the plaintiff in real time [see the minutes of the hearing on June 9, 2025, at p. 27, lines 16-31 and p. 28, lines 3-12].
- With regard to the claim regarding non-payment of the annual fee, this claim was not explicitly raised in the plaintiff's summaries in the present proceeding. The rule is that a claim that was made in the statement of claims but was not raised in the summaries - whether by mistake or intentionally - is lawful as a claim that was abandoned, and the court will not uphold it [for example, see: Civil Appeals Authority 2265/24 April 2000 Marketing and Management in a Tax Appeal v. DBS Satellite Services (1998) Ltd., at paragraph 22 of the judgment of Justice H. Kabub (Nevo, April 15, 2024)]. And so it was determined.
Conducting an "all-out war" against the controlling shareholders of defendant 2
- The plaintiff claims that the defendant is waging an "all-out war" against the controlling shareholders of defendant 2, out of extraneous and personal considerations of the defendant. In particular, the plaintiff insists on the appeal filed by the defendant on behalf of the company in the derivative claim proceeding, which she claims was made without basis and while compartmentalizing the plaintiff.
- As stated, the plaintiff did not bear the burden of showing that the defendant's conduct constituted an "all-out war" that was contrary to the interests of the company. Filing an appeal regarding a judgment that was partially accepted by the trial court is the company's legal right, which is intended, according to the defendant, to maximize its economic value and benefit its shareholders. The plaintiff did not present a basis to show that the defendant acted contrary to her and the company's interest by virtue of the company's right to law.
"Thwarting" attempts to sell shares to a third party
- According to the plaintiff's position, the defendant thwarted an attempt by the plaintiff to sell its shares to a third party, which in practice turned out to be one of the controlling shareholders of defendant 2. This was as a result of the letter sent by the defendant dated August 14, 2022 [Appendix 11 to Maor's main witness affidavit], which, according to her, included empty threats intended to prevent the implementation of the proposal [paragraphs 69-73 of the plaintiff's summaries].
- Needless to say, a minority shareholder has a general legitimate expectation to exercise his proprietary right and sell his shares in the company. However, this is not an absolute expectation - shareholders are entitled to set restrictions among themselves on the ability of a shareholder to sell his shares to a third party [see, for example: Civil Appeal 3303/13 Aharon Siman Tov v. Siman Tov Communications Ltd., at paragraph 14 of the judgment of Justice H. Melcer (Nevo, December 29, 2015) (hereinafter: "the Siman Tov case")].
- The company's articles of association stipulate that the right of first refusal will arise in the event that a party chooses to sell its shares to an external party:
"9. First Right of Refusal: If any of the shareholders wishes to sell or transfer his or her rights in the Company's shares (hereinafter: the "Seller"), in whole or in part (hereinafter: the "Transferred Rights") to another or others, the following provisions shall apply, except for the sale or transfer to an authorized transferee, as defined below: