At this stage of the proceeding, it is not possible to determine factual conclusions with respect to a significant part of the parties' claims. This is the case with regard to the private use of the corporation's resources, with regard to forgery of documents and decisions, and so with regard to the non-deposit of funds belonging to the company and its accounts or the manner in which the company's financial sources are used.
Similarly, it is also not possible to decide the factual disputes between the parties regarding the scope of the applicant's participation in the various processes that the company undergoes, including with regard to the activity of the partnership with the third party.
- It should be emphasized; In rendering this decision, I do not ignore the question marks that arose from the clear gaps between the objector's response to the application, and the various documents that were transferred to the court file later in the proceeding.
There is also discomfort with the apparent gap that was identified by me between the replies of the objector and the applicant's counsel in the framework of the correspondence between the parties or in the early stages of the proceeding, and those raised by him at more advanced stages, and after the pre-trial meetings.
Additional question marks arise from the various documents submitted to the court file, both regarding the scope of the company's obligations and its ability to meet them, and regarding the company's engagements with third parties and the use of the company's resources in recent times.
Therefore, the question before me is not the entitlement of every shareholder in the company to receive information and data that will be sufficient to complete and clarify the factual picture, but rather whether the way to do so is by way of a liquidation proceeding.
- I will add and note that where a liquidation request is filed for reasons of justice and honesty against the background of a serious dispute between the shareholders and the pleadings and affidavits clearly and unequivocally reflect the depth of the rift, there is not necessarily a real need for lengthy cross-examinations or detailed evidence, and the court has the authority to give an impression of the relationship already from the data presented in the preliminary stages, to the point of determining the existence of a deadlock (in this regard, see, for example, liquidations (Central Districts) 44197-02-16 Gaziel v. Peles Development Ltd. et al. [Nevo] (July 7,2016); Bankruptcy (Tel Aviv) 1049/08 Ben Zion Amarant v. Prospec Tani Technogin Ltd. [Nevo] (March 27,2008)). In the matter of the applicant and the objector, I am indeed under the impression, very clearly, that this is a murky relationship and that it is currently at an impasse.
Therefore, if the existence of a murky relationship between the shareholders was sufficient to bring about a decision regarding the liquidation of the company , there would have been room to accede to the applicant's request, already today.
- However, this issue of a murky relationship does not stand alone as a single fact, and the question I am required to address is not whether the relationship is at a low point, but whether it is sufficient to bring about the conclusion that the company must necessarily be dissolved.
In this regard, I will add and note that a significant part of the Applicant's claims regarding the strained relationship between the parties related to events and claims that took place, according to him, quite a few years ago. I do not see any justification for making use of such a significant liquidation tool, based on allegations of a strained relationship between two brothers that has been going on for years, alongside the continued economic activity of the corporation.
- One of the most essential considerations that I have found to be required in the framework of this proceeding is the implications of the decision regarding the liquidation of the company on both the shareholders and third parties.
In this regard, it is not possible to ignore the possible implications of the liquidation process on the company's engagement with suppliers/service providers, on the possibility of the existence of a value for the company's reputation/activity, which in the event of liquidation is doubtful whether it will be able to be realized, and the possible discrepancies between the value of equipment/inventory/agreements in the case of a sale when the company is a "living" corporation versus a case in which the company is in liquidation.