First, the fee agreement with Adv. Cohen, who was not summoned to testify, was not attached, and the invoice itself lacked details regarding the exact legal services for which it was provided. The invoice is from June, while according to Yonit's testimony in the affidavit, Adv. Hacohen drew up the agreements mainly in March and April (paragraphs 41-42 of the affidavit). Hence, the fees paid for the relevant services have not been proven.
Second, there is no detail regarding the date of the engagement with Adv. Hacohen for the drafting of the agreements, which are very similar to each other, and it is not clear from the evidence when the lawyer's main work was on the drafting of the generic agreement. This detail is necessary in order to understand the point in time at which it was in question in terms of Froimovich's representations to Lorber in order to examine the causal connection, when it is clear that this is a point in time when it was no longer discussed that Werber would be partners, but rather at the stage when they intended to join the project as lecturers.
Third, Yonit's testimony indicates that the cooperation expressed in the agreements between Werber and other lecturers was planned in advance as not limited to Froimovich's project. In a conversation on April 25, 2018, Yonit noted that they are "developing with various lecturers, and even if, God forbid, the system collapses, I still have assets that I can later leverage to other places" (Appendix 14 to the plaintiffs' evidence, at p. 63, paras. 18-19 of the transcript). Yonit repeated this version in the cross-examination as well, noting that the agreements are not limited to the use of the "Biz Academy" initiative (transcript of December 31, 2024, at p. 91, paras. 22-29). This version of Yonit negates the element of causal connection.
- The plaintiffs demanded compensation for the payment to the Registrar of Companies for the establishment of the company in the sum of ILS 2,614 (an invoice was attached as Appendix 21 to the plaintiffs' evidence). The defendants did not argue in this regard. The payment to the Registrar of Companies was made on May 3, 2018, and the joint venture was established and registered in the Companies Register on May 10, 2018. This is an expense that meets the tests of reasonableness and expectations, and accordingly I order that the defendants be charged for it.
- The plaintiffs petitioned for compensation for the costs of developing digital products for the benefit of the venture in the total amount of ILS 234,468. The plaintiffs estimated the cost based on a calculation of 167 hours at a rate of ILS 1,200 per hour plus atax appeal (paragraph 57.18 of the statement of claim). According to the defendants, these products were not developed for the joint company, and they even remained owned by Yonit, who sells them regardless of the venture. It was also noted that these were courses that Schwerber developed when they considered entering the project as lecturers and not as partners.
I cannot accede to this demand of the plaintiffs. The second and third reasons mentioned above regarding the plaintiffs' demand for compensation for fees paid to Adv. Hacohen for the preparation of the agreements in connection with the development of the digital courses are also relevant in this regard. Moreover, the data presented do not meet the required standard of proof. It is not clear what the estimate of hours detailed is based on without sufficient explanation and details , and also the alleged hourly rate, which assumes that for each hour of work the plaintiffs had an alternative to schedule a consultation meeting at a rate of ILS 1,200 plus a tax appeal per hour, is unfounded.
- The plaintiffs also petitioned for compensation for loss of income in the total amount of ILS 298,533. According to them, they sold courses they developed as part of the venture and held meetings with customers at a reduced cost. The plaintiffs detailed as follows: In February 2018, a course was sold at a price of ILS 100 instead of ILS 1,497, so that the loss plus from a tax appeal for 148 courses is ILS 241,905; Yonit held 18 meetings with clients at a reduced cost of ILS 1,200 instead of ILS 3,000, so that the loss plus from a tax appeal is ILS 37,908; the plaintiffs together held meetings with clients at a reduced cost of ILS 2,000 instead of ILS 4,000. So the loss plus from a tax appeal is 18,720 ILS. According to the defendants, it was not specified which courses were sold at a reduced cost, what was the reason for this and what was the connection to the venture.
There is no reason to require the defendants to pay compensation for alleged loss of income. First, the alleged loss of income damage was not proven, in the absence of an evidentiary basis to substantiate the claim that the plaintiffs had an alternative to hold the meetings and sell the courses at the full price claimed and in the alleged scopes. The mere fact that a course was sold to a certain customer at a discount, or that an anonymous person agreed to hold a consultation meeting at a discounted price, does not lead to the conclusion that if the plaintiffs had not sold courses and held consultation meetings at these prices, the same customers or other alternative customers would have paid the full price to the same extent, in the absence of data regarding the volumes of sales and consultation meetings that the plaintiffs used to hold during the relevant period. In any event, it also appears from the invoices that were attached that discounts were given for consultation meetings even after the plaintiffs announced the termination of the engagement with the defendants on June 17, 2018 (see Appendix 9 to the plaintiffs' evidence, for example, and without exhausting: an invoice including a discount dated July 30, 2018, p. 267 for the plaintiffs' evidence, an invoice including a discount dated July 28, 2018, p. 272 for the plaintiffs' evidence). In other words, the real or average price per hour of consultation has not been proven. Second, in any case, no foundation was laid for the foundations of the causal connection and the expected expectations regarding these alleged and unproven damages. Thus, the invoices for the courses sold at a reduced cost were prior to the date of Werber's joining as partners (see, for example, invoices dated February 20, 2018, February 25, 2018, and March 6, 2018, when the founders' agreement was signed only on May 3, 2018; Appendix 8 to the plaintiffs' evidence). Thus, as stated, discounts were given for consulting hours even after Werber announced the cancellation of the agreement with the defendants. Beyond that, no evidentiary basis was laid to substantiate the claim that these were damages that Froimovich foresaw or should have foreseen.
- The plaintiffs claimed in the statement of claim and in their summaries compensation in the sum of ILS 250,000 for damage to their good name (paragraph 57.20 of the statement of claim, paragraph 121 of the summaries). The claim should be rejected. The claim of damage to the plaintiffs' good name was made in general in the lawsuit and in the summaries. No factual or legal basis was presented that establishes a cause of action for compensation for this alleged damage, which in any case was not proven.
- In summary, the defendants should be ordered to compensate the plaintiffs in the following amounts: ILS 9,774 for the costs of establishing a loan and interest; ILS 18,208 for attorney Uzi Mor's fees; ILS 1,630 for payment to ActiveTrail; ILS 281 for payment for a conference room in Binyamina; ILS 1,740 for payment to Racheli Zusiman; ILS 2,614 for payment to the Registrar of Companies. In total, the defendants are obligated to compensate the plaintiffs in the sum of ILS 34,247, and this sum must be assessed in accordance with the Interest and Linkage Rulings Law from the date the claim is filed.
Additional remedies
- In the statement of claim, the plaintiffs petitioned for various additional remedies, but they did not repeat most of them in the summaries and it seems that they were abandoned. In their summaries, the plaintiffs petitioned, in addition to monetary remedies, that an order be issued to order the removal of their name as shareholders in the joint company, as well as to instruct the defendants to remove any audio or audio-visual mention from the system as well as of all their content. The demand for these remedies was argued in the plaintiffs' summaries without an orderly legal argument being presented, and therefore, if the remedies are relevant at this time after the many years that have passed, it is possible for the plaintiffs to complete a 3-page argument before rendering a (supplementary) judgment on these matters. This will be done within 20 days, with the defendants being given the right to reply to the same extent within 20 days thereafter. In the absence of a response from the plaintiffs until the expiration of the deadline, I will consider the plaintiffs to have abandoned these remedies.
Dismissal of the Counterclaim
- The main claim of Froimovich and KSA (hereinafter - the "Counter-Plaintiffs") in the statement of claim against Schurber is that they breached the agreement between the parties in their conduct. The cancellation notice was given, according to the counter-plaintiffs, unlawfully and due to Werber's conduct following this breach of the agreement, they suffered damages for which compensation was required.
As stated, the counter-plaintiffs claimed, in this context, that after the commencement of the company's activity, Werber ceased to fulfill their duties as directors and responsible for managing the marketing partners and recruiting additional lecturers for the venture. This, in a way that harmed the company, because Froimovich did not have the experience to manage these areas that Schwerber was entrusted with, while at the same time and Werber also refused to inject additional capital into the company that would have allowed the company to hire people to fill these positions. Among other things, the counterclaim claims that Werber prevented a decision regarding the appointment of a CEO for the company; refused to complete the payment for the purchase of the venture; Delay the opening of the company's bank account for a long period of time; refused to approve the company's tax returns; They competed in the venture and began selling privately courses that were part of the venture's pool of courses. It was also claimed that Yonit had posted a "defamatory" post on the lecturers' Facebook group in a way that damaged the lecturers' trust in the project. Froimovich petitioned for compensation for the loss of the company's profits in the future and other damages caused to them, according to them.