Sweeping Limiting Conditioning

96.     So far we have seen that from the perspective of a bonus company, no economic interests were presented that could justify the non-competition clause.  On the other hand, as far as Mr. Zaruk's case is concerned, her injury is severe and disproportionate.

97. First, the wording of the stipulation is sweeping. According to her wording "Mr. Zarrouk undertakes not to deal with the issues that Bonus deals with" (paragraph 4 of the agreement).  Clearly, such a wording cannot stand.  Bonus Company has dealt with and is engaged in a variety of fields.  Not all of them were affected by Mr. Zaruk.  Why it can't work in fields that he did not deal with in the company After his retirement? In addition, if we attribute the linguistic meaning to this limitation, we will soon reach the realms of the absurd.  Thus, according to which, Even if a bonus companyֵActivity on new topics - after Mr. Zaruk has ceased contact with her - he will still have to refrain from dealing with them.  This is unacceptable.

It should also be remembered that this is not a partial restriction, which restricts, for example, the use of certain software or technologies unique to a bonus company.  This stipulation is in fact intended to prevent the employee from engaging in his field of expertise.  The broad wording that was chosen shows that its purpose is to limit competition - to limit naked competition, as it was called in the Saar case - and that this is not a condition that comes to protect the legitimate interest of the employer, which otherwise an effort would have been made to reduce it.

98. In addition, the non-competition clause is not limited in terms of the scope of customers, and it applies to all local authorities and municipal corporations throughout the country (compare the geographically bounded stipulation discussed in other municipal applications 618/85 Western Galilee Springs Ltd. v.  Tabori - Soft Drinks Ltd., PD 40(4( 343, 350 (1986().

99.     The sweeping stipulation also reflects on the factual debate regarding the circumstances of its formulation.  As may be recalled, the parties disagree on the question of whether there were any real negotiations between them, or whether the terms of the agreements were dictated by Mr. Zaruk.  I am not required to decide this dispute to the fullest.  It seems that even if there was an achievement and a dialogue between the parties leading to amputation, it was not significant.  No drafts that were exchanged were presented, and certainly no discussion was proven regarding the confidentiality and non-competition clauses.  The probable possibility is that it was Mr. Goldian who insisted on these conditions in view of their sweeping nature, and Mr. Zaruk agreed to them.  This conduct does not change the result according to which the law stipulates disqualification.

The analysis that has been done so far is not only good in terms of employee-employer relations

100. In an attempt to break free from the body of case law on this matter, Bonus argues that the limitations in the law apply to the employee-employer relationship, and their purposes will not apply to other relationships, such as those between partners. And in our case, it was argued, the relationship between Mr. Zaruk and the Bonus Company is not one of an employee-Moabi D.
101. At the outset, it should be noted that the claims of the bonus company in this matter areN Contradictory. Thus, In her statement of defense IIThe main prosecution is a claim that Mr. Zaruk was not a partner in it. Her position was firm and according to her method "There was no partnership relationship between the plaintiff and the defendant" (paragraph 151).  Moreover, the Bonus Company claimed (on December 23, 2018( in its letter to the Tamar Water Corporation's attorney, that Mr. Zarrouk was her former "employee" (Appendix 7 to the counterclaim, paragraphs 13-14).  Hence, the current line of argument is unclear.
102. But Even if I assume that the relationship between the parties is that of a partnership, it is still subject to the law of contracts, according to section 30 of the law. Therefore, provisions in partnership agreements can also be invalidated when they contradict public policy. Indeed, As it appears Interesting Tivall, the question of the balance between the obligation to fulfill agreements and the non-harm to competition applies to a variety of business relationships (ibid., at p.  70), and not only to the relationship between an employee and his employer.  And the difference between the systems will be reflected in the weight that will be given to the conflicting interests.

When it comes to a relationship between an employee and an employer, there is often an inequality between the parties, which the employer can exploit to his advantage.  These power disparities do not exist to the same extent in relation to many partnerships (Interest Ben Yishai, at p.  954).  Still, this does not mean that any restriction of competition in partnership law is immune to disqualification because it contradicts public policy.  It is also necessary to examine whether it promotes the legitimate interests of those who seek to prevent competition, in accordance with the general principles set forth in case law.