"As of now, I'm interested in managing the sale event on my own.
As I explained to you, my interest must be before everything
And in the definition of exclusivity as you see it, there is a head-on conflict between my interest and yours
And as I mentioned in the last meeting, I need to think about it because I think there's a problem...
And also the need to transfer every occasional buyer to you and not bring him into my home
I have no desire
Hurting the opportunity to achieve the best for me, especially during the troubled time of the day that every morning makes people recalculate their course
When I return to Israel, we will sit down and clarify it
At the moment I want to freeze
Thank you for your understanding."
The defendant explained this in his testimony (p. 48):
"Adv. N. Dreznin: ... I asked where and on what basis in writing does my lord have the authority to manage whatever he wants without involving the realtor? That's all I asked sir.
The witness, Mr. Almog: The very question and presentation of what you present shows how distorted it is, how distorted it was that I couldn't at that moment, my apartment, my house, got out of my control, now it's in his hands."
And on p. 67 (paras. 15-16):
"I'm bothered by the control with which he took this into his own hands, which means very simple, any client who comes and doesn't reach an agreement with him will hurt me in the sale."
And also at p. 62, paras. 8-12:
"Madam Judge, I want to tell you that from my memory he was told this, the only block I made was, 'I'll manage and you won't get the names,' because all he cared about was the name, not the price, not what happened, just give me the name, give me the name, give me the name, give me the name, and from that moment on I said to him, 'Ronnie, you won't get hurt, but I'll too . No) I'll hurt, there's no way, it won't work that way.'
- On the basis of the aforesaid, I have reached the conclusion that the plaintiff's interpretation of the exclusivity agreement is inconsistent with the rationale of exclusivity, and creates a built-in and improper conflict of interest between the plaintiff's economic interest and his duty to act faithfully on behalf of the defendants, his clients.
- The aforesaid also leads to the conclusion that the indemnity provision agreed upon in the exclusivity agreement constitutes a discriminatory condition in a standard contract (see section 4(6a) of the Uniform Contracts Law, 5743-1982). The argument regarding a discriminatory condition was first raised in the defendants' summaries (the plaintiff did not address this in the reply summaries), and therefore I did not find it necessary to expand on this issue.
- At the end of this chapter, I will note that the exclusivity agreement grants the plaintiff the right to brokerage fees only where a sale agreement was signed between the defendants and the buyers. Similarly, the right to agreed compensation, to the extent that it exists, is contingent on the signing of a binding sale agreement for which the plaintiff could have received brokerage fees from the buyers.
As discussed above, the conditional sale agreement that was signed during the exclusivity period and cancelled does not establish the plaintiff a right to brokerage fees. Neither from the defendants, nor from the buyers (even if they would have signed a brokerage agreement with him), because upon the fulfillment of the terminating condition, there is no sale agreement for which the plaintiff is entitled to brokerage fees.