According to CPA Alfasi: "... The Pitkit deal came to Liberty after the Unima deal exploded. Now, the Unima deal came through Yoram and Kobi, it came in some form. Now, it doesn't look like as a person who, you know, I don't care if I'm signing a piece of paper. I'm interested in the word I give to someone. Okay? If I gave a word to someone who needs to be paid or do something, the written or oral commitment is the same for me. Okay? Now, that person Yoram tells us that he acted, brought and that, and he deserves something, so I say there's no problem, we'll pay..." (p. 294 of the transcript at paras. 2-9).
See also Firon's words at pp. 470-471 of the transcript.
- There is a causal connection that indicates that the enrichment came to the defendants at the expense of the plaintiff - the Liberty Slip transaction was born as a result of the Unima-Pitkit transaction, which was not carried out at the end of the day. As stated, the plaintiff was the "effective factor" in the Unima-Pitkit transaction, and the defendants used the information received in the framework of the original transaction, mediated by the plaintiff, for the purpose of purchasing Pitkit, which yielded them profits. All this, when they knew that the plaintiff made the initial contact with the interested parties in Pitkit, they knew about the existence of the plaintiff's brokerage agreement with Matan Viunima, and the amount of brokerage fees included in it. By ignoring the plaintiff's existence and not paying brokerage fees in the transaction, they actually enriched themselves at her expense.
- In light of the above, since the elements of the cause of action are met under the Enrichment Law and not in law, in relation to each of the defendants, they should be obligated to pay brokerage fees to the plaintiff, the rate of which I will refer to below.
Cause of action for breach of contract
- The plaintiff also based her claim on the cause of action for breach of contract under section 62 of the Torts Ordinance, which states that:
"A person who knowingly and without sufficient justification causes a person to breach a legally binding contract between him and a third person, he is committing a tort against that third person, but the third person will not be able to be compensated for this tort unless he has suffered pecuniary damage thereby."
- On this ground, the plaintiff must prove five cumulative elements in order to establish the liability of a third party for the tort of causing a breach of contract:
- The existence of a contract is valid and legally binding.
- Breach of contract (by act or omission contrary to it).
- Causing the infringement - the existence of a causal connection between the conduct of the defendant (the third party) and the infringement.
- Knowingly - the third party's awareness of the existence of the contract and that its action may lead to its breach.
- Lack of sufficient justification for the action of the intervening party.
(See: Civil Appeal 1137/23 Eliyahu Deri v. Jewish National Fund (Nevo, May 5, 2025)).
- The following elements are fulfilled in our case:
- As I determined above, a binding agreement was entered into between Unima and the plaintiff.
- Section 3 of the Unima Brokerage Agreement stipulates that each party undertakes to keep confidential any information transferred, transferred, reached or reached, in connection with the agreement, and that the information or part thereof shall not be transferred to the information of the third party, without the written permission of the other party.
As detailed above, it was proven that Shahar and Firon, as shareholders and directors of Unima, were exposed to a great deal of information regarding Pitkit (which is no dispute that is not in the public domain) and passed it on to Liberty and its shareholders, as part of the negotiations for the acquisition of Pitkit by Liberty.