A review of Top Team's letter (dated December 21,2020; Appendix 31) shows that Max Stock published a prospectus from which it emerged that Max Ashdod's business results were low compared to other stores in the company's chain. It was also stated that Max Stock itself is seeking to replace the director operating in Max Ashdod, so that Mr. Max will be replaced. Against this background, Top Team has found it clear that his replacement will not exempt him from responsibility for the past performance of the branch.
In response, Mr. Max and Max (in their letter of March 2,2021; Appendix 32) replied that there was no basis for the allegations regarding Mr. Max's performance.
In any case, these exchanges will not be able to serve as a basis for the operation of the forced hyper-dot mechanism. They do not reflect any practical dispute, since Top-Tip also did not object to the change of director. And the disagreements regarding past functions did not affect the management of the current branch or its operation in one way or another. Indeed, Top-Team's claim that no disagreements have arisen on these matters to this day has been contradicted. Mr. Shimshon also clarified in the defendants' summaries (at paragraph 195) that Top-Team has no objection to Mr. Max serving as the sole director of Max Ashdod.
I accept that this clause should be interpreted narrowly, and not all disagreements with respect to the branch in Ashdod can lead to the imposition of the separation mechanism. Another approach will lead to the granting of excessive power to Max Stock, and will reduce the due weight of the additional investors who invested the funds that enabled the establishment of the branch. The present case does not require elaboration in relation to the aforesaid, taking into account that the disagreements noted above certainly do not justify making use of this mechanism.
There is room to order the sale of the shares held by Top-Team in accordance with the general law
- Even if it is not justified to make use of the contractual separation mechanism in the Ashdod Agreement, I accept that it is not possible to continue in the current situation.
Mr. Max testified in this matter that Mr. Shimshon "cannot continue to be my partner in Ashdod when he has a competing chain, that's all" (p. 135, s. 18). Indeed, the situation that has been created is impossible. Mr. Shimshon is very active in the chain that competes with the Max Stock chain, which is the Big Stock chain. It is true that there was no defect in the establishment of this chain, after the franchise agreements were unlawfully canceled, and these are still chains that are aimed at the same market and compete with each other.