Taking into account the above, I reject the plaintiff's argument that Uri should be obligated to pay her by virtue of the cause of action for lifting the corporate veil.
- Now we must address the plaintiff's argument that Uri should be held personally responsible for "creating fraud" and "acting in bad faith".
Section 54(a) of the Companies Law provides as follows:
"54. (a) The attribution of an act or intention of an organ, to the company, does not detract from the personal liability that the organ members would have had it not been for that attribution."
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Imposing personal liability on an organ can arise from tort law (such as negligence, breach of statutory duty, fraud, etc.), and/or contract law in accordance with the principle of good faith.
With regard to the "tort track", it has been held more than once that even if a person acts in his capacity as an organist or officer of a company, he is not immune from liability for torts, provided that the elements of tort are present in his actions or omissions, even if he commits the tort for the sake of the company and not for himself. In addition to the aforesaid, it was emphasized that if the organ was not involved in the actions carried out by the company, it would not be liable for these actions, but only for its own actions (see the Ashdod city center case).
With regard to the "contractual track", also known as the "good faith track", it was held that a breach of the duty of good faith set forth in section 12 of the Contracts Law (General Part), 5733-1973 (hereinafter: the "Contracts Law"), also applies to the organ conducting the negotiations on behalf of the company, and that its breach may, in certain circumstances, lead to the imposition of personal liability on the organ to compensate the injured party, while the court insisted that"The principle of good faith also applies at the stage of the performance of the contract in accordance with section 39 of the Contracts Law, and as such it obligates the parties to the contract to act towards each other in good faith and in an acceptable manner throughout the life of the contract. This principle of course applies to the company that is a party to the contract, but over time it has also been used in order to determine that in certain cases a breach of contract by the company may also result in the imposition of personal liability on the organ, to the extent that the company acted on its behalf and was personally responsible for the breach of the principle of good faith at the stage of the performance of the contract" (see the Ashdod City Center case).