It appears that the enforcement of the option clause constitutes an appropriate response to all of the plaintiff's arguments in the circumstances of the case. The exercise of the option serves as a separation mechanism for the purpose of removing the discrimination and separation of powers between the parties, and it provides individual relief for the defendant's unwillingness to exercise it at the end of the vesting period. This consideration is strengthened when none of the parties was asked to order alternative options for separation of powers between the parties, other than the liquidation of the company and the division of its assets in kind (which was rejected as an alternative remedy in the circumstances of the case).
Finally, the enforcement of the option clause preserves the defendant's ownership of the company, with which he has a special relationship. The defendant can continue on its way to manage the company's affairs under full ownership, as it did for more than a decade before the agreement was signed, and enjoy its fruits accordingly.
- In its summary, the plaintiff noted that it was willing to settle for consideration in the sum of ILS 1.4 million, together with linkage differences and interest from the date of exercise of the option in respect of its shares. The court records this statement of the plaintiff before it.
- I do not find it right to grant the defendant's request to make an offset for damages in the sum of ILS 1.785 million. First, clause 5.5 of the agreement states that "the parties agree that the amounts they owe or will owe each other in respect of this Agreement for any reason, shall not be offset." In addition, the defendant did not establish any cause for which he was entitled to such damages, especially since no positive evidence was presented as to the extent of the damages in question and the liability of the plaintiff or anyone on her behalf for causing them.. The defendant did not present the data system on which he relies for the purpose of the offset claim, so this is a mere claim that cannot establish such an offset [see: Issachar Rosen-Zvi The Civil Procedure Reform: Guide of the Perplexed 194-95 (3rd edition, 2025); Civil Appeal 579/85 Moshe Arian v. Bank Leumi Le-Israel Ltd., M(2) 765, 769 (1986)].
Conclusion
- The claim is accepted in part:
In light of the above, I order a separation on the manner in which clause 4.3 of the agreement is enforced in accordance with what is requested in clause 91.2 of the plaintiff's summaries.
- The defendant will bear the plaintiff's expenses, including the plaintiff's attorney's fees in the amount of ILS 37,000, as well as the full court fee owed by the plaintiff in accordance with my above ruling (monetary relief). These amounts will bear linkage differentials and interest from today, unless paid within 30 days from today.
Given today, May 24, 2026, in the absence of the parties.