(See also Many: Other Municipality Applications 5300/92 Bank Leumi Le-Israel v. Orot Workers' Moshav of American Immigrants for Cooperative Agricultural Settlement Ltd., IsrSC 51(5( 273, 284; Civil Appeal 2308/20 Paz Oil Company Ltd. v. Eliyahu Maman, at paragraph 65 of the judgment of the Honorable Justice Kanfi Steinitz (August 28, 2022). The interpretation of the language of the contract as a whole is intended to preserve the internal and economic balance system that the parties sought to achieve when concluding the contract. Examining the connections between the various provisions allows the interpreter to formulate the true intentions, taking into account the general legal structure of the transaction and its objectives.
- Since we have the outlines of the ruling before us, I will turn to the interpretation of the provisions of the agreement between the parties in this case. An interpretation that will concentrate, as is the case law in this case, on the language of the agreement, and only to the extent that it is unclear, will turn to an examination of the intentions of the parties that are reflected in the circumstances external to the agreement.
- According to the arguments of the parties, the dispute between the parties arose with regard to two issues related to the interpretation of the agreement or the engagement between the parties. The first relates to the question of whether the defendant has a duty to protect Zahavi in proceedings as the regulator faces, and the second relates to the interpretation of clause 2.6 of the agreement.
- First, I will address the first issue in which a dispute arose between the parties, related to the interpretation of the scope of the defendant's undertaking with regard to the protection of Zahavi in various proceedings. In their argument on this issue, the parties focused on the provision of clause 2.7 of the agreement and the question of whether or not the defendant is obligated to protect Zahavi by virtue of the provision of clause 2.7 of the agreement. And more specifically on the question of whether the provision of this section applies only to a claim against third parties, or whether in accordance with the provisions of this section, the defendant is obligated to defend Zahavi even in proceedings before the regulator. The beginning of the interpretation of this section in the language of the section, which shows on the face of it that this section according to its language is not suitable for representation in proceedings before the regulator. Thus, the section speaks - as the defendant rightly claimed about claims - when the proceedings before the regulator do not constitute a claim but rather a complaint or objection; The section speaks of lawsuits directed against the plaintiffs - while the proceedings before the regulator are not against the plaintiffs, but rather the proceedings taken against the radio station; Section 2.7 is talking about judgments, when the regulator does not give a ruling; and finally, since the section speaks of the fact that a condition for its application is to allow the station to defend itself against the lawsuit, when where the regulator's complaint is concerned, it reaches the station and not the broadcaster, and therefore it is clear that he cannot or should give the station the opportunity to defend itself against it.
Despite the language of the section, Zahavi argues that by virtue of this clause he is granted the right to protection in proceedings before the regulator. This argument is based on Zahavi on the station's conduct until the date of the last incident, in which the station gave Zahavi protection against the regulator. However, according to my approach, in this argument of Zehavi, he has made a fundamental mistake. This is because, as was rightly claimed by the defendant, in all the proceedings so far, the defense taken by the defendant was not Zahavi's defense, but her own defense, since these are proceedings that were taken against the station and not against Zahavi. Therefore, the defendant's conduct cannot be regarded as indicative of an interpretation that contradicts the language of section 2.7 or expands its application. Indeed, when the defendant defended herself, she made claims that in practice, support or defend Zahavi's statements or conduct, but she did so not for Zahavi, but for herself, since she was the one who stood and stands in the direct front against the regulator and not Zahavi. Support for this can be found in the testimony of Adv. Somer on lines 30-35 on page 20: