It is easy to see that this is a punitive separation mechanism, since it sets a multiplier of two (in accordance with clause 11(b) of the Ashdod Agreement, the share price will be based on the seller's relative share of the existing stock in the store, plus his relative share of the company's profits in the year preceding the sale, multiplied by two). On the other hand, a proper price should be structured to include consideration of the expected cash flow and reputation. Alternatively, it is possible to set a double-digit multiplier on the profit. In any case, there is no reason to carry out the pricing in accordance with the provisions of the Ashdod Agreement, which is punitive in nature. In addition, imposing the separation mechanism in accordance with the agreement was a reward for the predator, and wrongful embezzlement will not give rise to a right of action.
In any event, there is no claim to competition with the Max Stock chain in Ashdod (as opposed to other burners). The Big Stock Company has not opened a branch in the city, and the Ashdod Stock Company continues to operate to this day without conflicts between the shareholders. Therefore, there is no reason to carry out any forced sale proceeding.
Alternatively, and for the sake of caution, the defendants petitioned that the forced sale be in accordance with the real value of the shares in Max Ashdod, based on the data presented. Moreover, the potential for additional branches, which will certainly be opened in the future, should be added to the company's value.
- The counter-plaintiffs petitioned for monetary compensation in the sum of ILS 10 million (for the purposes of fees), for the 10 years of concession that were stolen from them, and in this regard the expert opinion on their behalf should be adopted. They should be awarded compensation that would have placed them in the place where they would have stood had it not been for the infringement. That is, when they could have generated the relevant profits using the Max-Stock brand. The opinion submitted on behalf of the plaintiffs establishes a basis for the amount of compensation at a reasonable level of certainty, as determined in the case law.
To this compensation must be added the value of the business opportunity that was taken from the counter-plaintiffs, due to the opening of two stores of Max-Stock in Bat Yam and Sderot without granting the right of way as stated in the agreements.
- On the other hand, Max is not entitled to the monetary remedies claimed by it. Max waived all the financial remedies several times in his interrogation, and noted that he would suffice with the defendants not continuing to work with him. Against this background, no compensation can be awarded in favor of the plaintiffs, and in any event, it has not been proven on the merits.
- Finally , the defendants and counter-plaintiffs petitioned for an award of expenses in the amount of approximately ILS 1 million for the costs of conducting the proceeding.
The main arguments of Max in the summaries of the answer
- In the summary of the response , Max reiterated its position and sharpened a number of points.
It was claimed that the counter-plaintiffs abandoned the personal claim against Mr. Max. Moreover, the defendants failed and did not provide an explanation as to why they refrained from bringing relevant witnesses to substantiate their claims. Thus, no explanation was given as to why they did not bring Mr. Shimshon's brother, Michael, Mr. Haimovich or other witnesses to testify that they claim to have informed Mr. Max about the developments with Superstock, in a manner that establishes a delay in relation to the cancellation of the agreements.