Max did not prove that one of the grounds in the Ashdod Agreement justifies the contractual separation mechanism exists
- At the outset, Max petitioned to enforce the separation mechanism in accordance with the provisions of paragraph 11(a)(6) of the agreement, due to breach of trust. In fact, this is a separation mechanism, which requires the opposing party to enter into a bidding process under strict conditions, and Top-Team raises weighty claims against them.
In any event, Max-Stock did not establish a "breach of trust" asthe wording of the clause. I would even assume that the breach of the non-competition clause, which in the franchise agreements in Sderot and Bat Yam, reflects a breach of trust relating to the Ashdod branch, was not helpful. This is because, as explained above, it has not been proven that Mr. Shimshon is one of the shareholders in Super-Stock, or that he was the living spirit behind its establishment. As stated, the grounds for cancelling the franchise agreements mentioned by Max Stock were not substantiated.
And as far as the question of competition that the defendants competed with Max in respect of the operation of the Big Stock chain, this too will not be of any use. As was ruled by me above, when Max unlawfully cancelled the franchise agreements, it could not base the exercise of the forced separation on the cause of breach of trust. In these circumstances, not only could the franchisees compete with it, but it was also the fulfillment of their duty to reduce the damage.
- Beyond that, the scope of the competition at issue is limited. As for the branches in Mevaseret Zion and Netanya, the companies that operated them were established only in 2021: Thus, the company that operates the branch in Mevaseret Zion was registered only on June 30,2021, and the company that operates the branch in Netanya was registered only on February 3,2021 (Appendix 15 to Mr. Shimshon's affidavit in the Ashdod lawsuit). Therefore, these were established more than two years after Max canceled the franchise, while the competition limit on the issue was limited to two years.
At the same time, it does not appear that this consideration is relevant to the branch of the Big Stock chain that was established in Be'er Sheva, because it was established earlier. Still, Max Stock also faces a procedural obstacle.