Civil Case (Center) 8002-02-22 Yaakov Yakir Israel v. Tinco Ltd. - part 3

12-34-56-78 Chekhov v.  State of Israel, P.D.  51 (2)

5. On July 26,2021 Routine 5Ms. Mueller Message WhatsApp To the mediator, in this language: "It takes 3 members of the Board to agree. The majority voted that your client was not going to be happy at our hotel with all the rules and regulations" (hereinafter: WhatsApp Message).  According to the affidavit of Mr. Chen, This announcement was preceded by a discussion in the Board of Directors, in which it was decided not to approve the Purchase Attempt of The property, In view of the plaintiff's conduct, his declarations and intention to trade the units.
6. On July 28,2021 Launch Mr. Eitan Felice, The spouse of defendant 2 and the person who handled matters related to the property for the sellers (hereinafter Mr. Felice), an email message to the members of the defendant's board of directors. In this notice, he asked to receive the Approval of the defendant Transfer of Rights.  According to Mr. Fleiss's testimony, this notice was not answered.  The Plaintiff For his part, he launched On August 24,2021, through his counsel, Letter to the Defendant, in which a requirement to approve the transaction.  Between me and me, on August 19,2021, the plaintiff and the sellers signed a sale agreement (as may be recalled, previously only a memorandum of understanding).  The sale agreement, unlike the memorandum of understanding, specifies the amount of the transaction, and it states that the management company did not approve the transaction and that the buyer (the plaintiff) "Accepts to take legal action against the hotel management...  in order to obligate it to grant him the required approval...".  The sale agreement further states that obtaining the defendant's approval of the transaction, "Whether voluntarily or after a binding and conclusive judicial decision", she Suspension conditions.

Copied from Nevo7.         A few weeks later, on September 14,2021, routine Defendant Warning Letter For Sellers For carrying out demolition and renovation work At the property Without the approval of the condominium representative, while causing disturbance to the hotel's guests and residents.  This is the place to note that the sale agreement includes a stipulation according to which "Until the suspension condition is met, extensive renovations will be carried out in the apartment with the seller's permission at the buyer's discretion at the buyer's discretion...".  On October 19,2021 Launch Plaintiff Warning Letter, in which The defendant was required to give its consent to the transfer of the rights or Deliver its requirements for the purpose of Thus.  Following a discussion between the parties, a meeting was arranged in the office of the defendant's counsel, to which the plaintiff did not appear, but only his attorney.  According to the defendant, at this meeting she first learned of the existence of the sale agreement from August, but the plaintiff's counsel refused to hand over a copy to her.  The parties continued to correspond, but no understandings were reached, and against this background The lawsuit was filed in February 2022, in which, as stated, declaratory relief was requested, according to which the plaintiff is entitled to be registered as the owner of the rights in the property, and an order was made by the instructor to the defendant - A cautionary note is registered in its favor - Perform any action for the purpose of making the registration.

8. As part of the proceeding, many efforts were made to formulate a settlement agreement between the parties, and at a certain point it even seemed that it was for the purpose of internal settlements. Ultimately, however, the need for a judicial decision did not become superfluous, and therefore evidence was brought, testimonies were heard, and summaries were submitted.

The main arguments of the parties in the summaries

9. Know The plaintiff, The Defendant Abuses its power When it refuses to allow the registration of his rights At the property By virtue of an agreement The Sale Cut between him and Sellers. This refusal, according to the plaintiff, is contrary to the provisions of the law and the bylaws and is not based on a substantive reason, but rather on extraneous and improper considerations.  The plaintiff points to difficulties in the defendant's version, for example with regard to the meeting that took place on July 8,2021 between him and Ms. Muller and Mr. Chen.  The plaintiff maintains that this meeting was in fact "Admissions Committee", in which it was decided not to approve the transaction.  According to the plaintiff, the defendant is not entitled to hold such an admissions committee, and the only right given to her is to exercise the right of first refusal in good faith.  The plaintiff further claims that the defendant's claims regarding his statements during the meeting were not proven (such as denial of the defendant's powers and the expression of an intention to use the apartment for vacation purposes).  The plaintiff emphasizes that he signed a buyer's declaration, according to which the apartment will be used for residential purposes and that he accepts all the obligations to the defendant.  The plaintiff misleads that the rejection notice sent by the defendant on July 26,2021 was based on a purely subjective assumption, without proper clarification.
10. The Contradictions in the Defendant's Version - This is what the plaintiff claims - strengthen his own version. In this context, the plaintiff refers to the fact that the defendant claims, on the one hand, that the application for approval of the transfer of rights was submitted in a manner that was not in accordance with the regulations, and on the other hand, claims that it was decided not to grant the requested approval.  The refusal decision, the plaintiff emphasizes, was not based on a breach of the procedure on his part or on the part of the sellers, but on other considerations, especially since the realtor provided Ms. Muller with all the required documents, and in real time no claim was raised in this regard.  According to the plaintiff, it was the defendant who violated the provisions of the bylaws, when she did not exercise the first right of refusal granted to her.
11. 0011. The plaintiff is of the opinion that the decision regarding the transaction in question was apparently made on the basis of extraneous and improper considerations; In this context, the plaintiff notes that in Müller's testimony it became clear that she was in a situation of conflict of interest, due to her being a member of the"Admissions Committee" In addition to being a realtor in New York, which offers brokerage services for the purchase of apartments in a hotel. Hence, in the plaintiff's opinion, there is concern that the considerations guiding it are irrelevant.  Moreover, the plaintiff claims that the defendant makes decisions regarding the approval of transactions on the basis of subjective impressions, rather than objective data.

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12. The Defendant In her summaries, she details the history of the hotel, its uniqueness and the purpose that underpinned the mechanism set forth in the section XVII of the Regulations. As to the meeting held between the representatives of the hotel and the plaintiff - The defendant maintains that this was a random, uninitiated meeting, in which it became clear that the plaintiff knew nothing about the hotel and the bylaws; During the meeting, the plaintiff raised his voice and insisted that he intended to replace the carpet in the corridor without asking for permission.  In addition, the plaintiff announced that he intended to use the apartment for vacation purposes - 36ֹ and relatives.  Against this background, in light of the plaintiff's behavior and his attitude to the bylaws, the board of directors decided not to approve the attempt to purchase the property, as Ms. Muller notified the realtor on July 26,2021.  With the delivery of the notice, the application for the transfer of the rights was closed - This is what the defendant claims - and all the actions taken by the plaintiff afterwards were done in bad faith.  The defendant describes demolition and renovation works carried out on the property without approval or coordination, in violation of the bylaws, while creating a risk to the hotel's infrastructure and causing disturbance to its guests.
13. The defendant further claims that the plaintiff and the sellers did not act according to the procedure set forth in the regulations. Thus, for example, the sellers themselves did not submit to the defendant the request for the transfer of rights - It was the plaintiff who provided the memorandum - They did not provide the defendant with the sale agreement, because they knew that it was an agreement that embodies material violations of the bylaws.  The memorandum of understanding, the defendant emphasizes, does not include material details such as the purchase amount, the terms of payment, and an undertaking to remove the sellers' management fee debt.  Moreover, the request for the transfer of rights did not mention Mr. Azgiel (who owns half of the rights) at all, and was signed only by the plaintiff (and not by his wife).  The defendant further argues that the sale agreement signed by the plaintiff and the sellers includes a provision regarding the cancellation of previous agreements, so that the proceeding that preceded this agreement - Based on the memorandum of July 7,2021 - Void and nullified.
14. The defendant further argues that the plaintiff "Not negotiable" with her, and that she owes him nothing. In the present case, the defendant is of the opinion, there was no reason to exercise the right of first refusal, especially given that the defendant did not receive the sale agreement between the plaintiff and the sellers.  In any event, it is at most a right of the sellers, and not of the plaintiff.  The defendant emphasizes in this context that the sellers have not yet filed a demand or claim regarding the right of first refusal.
15. After examining the entirety of the material before me and considering the arguments of the parties, I have come to the conclusion that the claim should be dismissed.

Discussion

16. As noted, the bylaws grant the defendant the authority to approve or prevent a transaction of the sale of the rights of an apartment owner to a third party. This authority, which enables supervision of the entry of new tenants, is intended to ensure the preservation of the unique character of the hotel, its activity and the fabric of life in it.  The plaintiff does not dispute the very legality of the bylaws or the validity of the provisions that grant the defendant authority and discretion in all matters relating to the approval of a transaction of transfer of rights.  The plaintiff's arguments focus on the defendant's concrete conduct in the present case.  The plaintiff claims that the defendant chose not to approve the transaction between him and the sellers without substantive reasoning, on the basis of extraneous and improper considerations, in violation of its obligations under the law and the bylaws.
17. I will note at the outset that the plaintiff does not delve into the source of the defendant's duty to him in his summaries. This question is not self-evident, since between the defendant and the plaintiff There is no contractual relationship, and the lawsuit at hand Not a tort claim.  In fact, except for a general claim that the defendant acted "In contravention of the law", the plaintiff mentions in his summaries two concrete normative sources - The duty of good faith and the bylaws.  Regarding the duty of good faith, the plaintiff does not point in the summaries to the section of the law that is relevant to his approach, does not claim that negotiations were conducted between him and the defendant to conclude a contract, and of course does not maintain that he and the defendant are parties to the contract.  Assuming that the plaintiff relies on a provision Section 61(b) of the Contracts (General Part) Law, "C-1973, which allows the application of the principle of good faith enshrined in the articles 12 and 39 Regarding legal actions that are not part of a contract and obligations that do not derive from a contract, I did not find in the summaries an appropriate analysis of the nature and content of this obligation in the case at hand, and in particular in connection with the claim that the defendant considered improper considerations.  In this context, I will add and emphasize that it was not argued that the defendant is a public body, that the proceeding in question is rooted in the realm of civil-private law, and that there is no basis for imposing duties on the defendant in the absence of extraneous considerations and equal treatment (compare: Civil Appeal Authority 28822-11-25 Levy v.  Tel Aviv Hilton Ltd."From (26.2.2026); Civil Appeal 294/91 Chevrat Kadisha Gehash"A "The Jerusalem Community" Kestenbaum v., פ"46(2) 464 (1992)).
18. However, even assuming that the defendant has a duty towards someone who wishes to purchase an apartment in a hotel, to exercise the power to approve solely on the basis of relevant considerations (which are appropriate to the purpose of granting the authority), it has not been proven that this duty was breached in our case. I will now explain this conclusion of mine, and then I will discuss the plaintiff's claim that the defendant acted in contravention of the procedure set forth in the bylaws.
19. In the course of the proceeding, the plaintiff raised the opinion that perhaps his origin influenced the defendant's judgment. I will say at once that I did not find any basis for the hypothesis that the defendant's position was notּNַAַA.  Racism, and indeed, this hypothesis was relegated to a corner in the plaintiff's summaries (see paragraph 74 of the summaries).  Brother's ConsiderationֵR that arose in the framework of the litigation relates to the plaintiff's being an Israeli resident.  In this context, it should be noted that the defendant confirms that at the time of the construction of the hotel, the intention was that the owners of the units would be foreign residents, in light of the Zionist vision that was in front of them at the time, and in view of the aspiration toְQַׁFromֵּThe fact that the condominium is a hotel.  This approach was also reflected in the bylaws.  However, today, foreign residency does not constitute a prerequisite for the acquisition of rights.  As the plaintiff himself notes in his summaries, at a general meeting held in 2019, Ms. Muller reported on the sale of apartments to Israelis, noting that "Discrimination is over" ("no more discrimination").  In his testimony, he emphasized Mr. Chen that the defendant is not Considers itself entitled Prevent the transfer of rights Just because The purchaser is an Israeli resident.  According to him, "I'm not allowed, I'm not allowed to decide not to sell to an Israeli on the basis that he's an Israeli.  Period" (p.  55 of the minutes of September 29,2025).  Mr. Chen noted that in practice, apartments were sold to Israelis in recent years, and this fact is not in dispute and was also stated by the plaintiff's counsel (see, for example, page 42 of the minutes of September 29,2025).  Against this background, it appears that the plaintiff himself is of the opinion that his Israeli citizenship was not a consideration in the defendant's decision (see paragraphs 36-39 of his summaries).
20. When it was clarified that there was no basis for determining that the defendant's position regarding the transaction stemmed from considerations relating to ethnic affiliation or Israeli residency, the plaintiff argues in his summaries that there is a foreign considerationֵThe plaintiff notes that in Ms. Muller's interrogation it became clear that in addition to her role as a member of the board of directors and a member of the"Admissions Committee" of the defendant, she also works in New York as a realtor, and offers brokerage services for the purchase of apartments in the hotel. According to the plaintiff, "Concentration of powers" This indicates a conflict of interest and a real concern for a foreign interest.  However, beyond the doubt to what extent such a claim may be heard against a private entity, on the basis of the material before me I am unable to determine that the consideration behind the refusal to approve the transaction was that Ms. Muller was a broker in New York.  In this context, I will also refer to Ms. Muller's statement that years ago she stopped taking commissions for hotel transactions, in order to avoid any conflict of interest.  Ms. Muller clarified that she is a source of knowledge and"Ambassador" of the hotel - No Payment - and denied that she was thwarting transactions only because they did not come through her (pages 13-14 of the minutes of December 15,2025).
21. In the face of the plaintiff's claims regarding improper considerations, the defendant argues that the reason for not granting approval for the transaction is the plaintiff's conduct and statements at the meeting held on the date of the 8.7.2021. According to the defendant, the plaintiff He raised his voice, expressed his intention to use the property for his own and others' recreational purposes, and expressed opposition to subordinating himself to the rules of the house and the authority of the board of directors.  On the other hand, the plaintiff claims that the meeting It was actually "Admissions Committee" Contradictory and not Matter-of-fact.  After hearing the testimonies and examining the evidence, I am unable to favor the plaintiff's version on this matter.  I do not deny the plaintiff's subjective feelings, but no substantial basis was presented that would enable us to establish findings regarding reckless or irrelevant conduct on the part of the defendant.  In fact, I did not find in the plaintiff's affidavit adequate details regarding "puzzling and irrelevant questions...  that concern 'the body of a person'..." (paragraphs 9-10 of the affidavit and paragraph 14 of the summaries), which according to the plaintiff were presented to him at the meeting.  I am inclined to accept the defendant's argument that the decision not to approve the transaction was made in light of the impression of its representatives regarding the plaintiff's incompatibility, in view of the gap between his intentions and expectations and the hotel's rules.  The message that Ms. Muller sent to the realtor, despite its harsh wording, is consistent with this conclusion, as is the testimony of the realtor, who confirmed that an argument arose during the meeting and that the plaintiff "He wanted to start managing the property in his own way...  as if to start working.  He bought the property...  to replace the carpet.  I don't know exactly what he wanted to do" (Page 4 of the transcript of December 15,2025; and see also the testimony of Ms. Mueller, who described the meeting as"Traumatic event" - page 25 of the transcript).
22. Further to the aforesaid, I am unable to adopt the plaintiff's argument that the mere fact that he signed a buyer's declaration undermines the defendant's version. Signing a buyer's declaration does not nullify the defendant's authority to approve or prevent a transaction (alongside the exercise of the right of first refusal), and the possibility that a person will sign a general declaration but express a different position during a conversation that goes into detail should not be ruled out (see in this context also the testimony of Ms. Muller on page 27 of the transcript of December 15,2025).  The plaintiff argues that the defendant makes decisions based on personal impressions as to the degree of the candidate's willingness to conduct himself in accordance with the regulations, but the plaintiff does not clarify in his summaries why the defendant is prevented from relying on such an impression.  Tello is a potential buyer who signs a declaration that he accepts the rules of the house, but says the exact opposite thing to the defendant's representatives.  In such a case, is the defendant prevented from exercising its authority regarding the approval of the transaction? I did not find a legal basis for this in the plaintiff's arguments.
23. In light of the aforesaid, my conclusion is that it has not been proven that the defendant refrained from approving the sale of the rights to the plaintiff in bad faith, which is expressed in the consideration of improper considerations.
24. Hence the claim that the defendant acted in contravention of the bylaws. According to the plaintiff, the defendant breached its duty under the provisions of section XVII Terms of Use, in that it did not give an official notice regarding its position regarding the application for transfer of rights and its intention to exercise the right of first refusal.  The difficulty in this argument lies in the fact that it relates to legal relations to which the plaintiff is not a party.  Article 61 of the Real Estate Law, 560"I-1969 states that Regulations The condominium regulates the relationship between the apartment owners and their rights and obligations in connection with the condominium.  In our case, the plaintiff is a foreign party to the engagement embodied in the provisions of the bylaws, and there is no claim that the bylaws are a contract in favor of a third party.  In a more specific way, it can be said that the clause XVII Terms of Use It does not grant rights to those who wish to purchase an apartment in a hotel, but rather guarantees the right of the owners of the housing units to sell them (through the mechanism of the right of first refusal).  This means that where the defendant refuses to approve a transaction, the potential buyer has no opening by virtue of the bylaws, but rather the right is given to the apartment owner from whom the defendant will purchase his rights under the same conditions.
25. The proceeding in question is not a claim by the sellers. The sellers, as stated, are "Formal Defendants" only.  It should be noted here that it appears from the material that from the outset the sellers did not give the defendant notice as required by the bylaws, which is supposed to include, inter alia, an offer to the representative office to purchase the rights on the same terms that were agreed with the plaintiff.  Moreover, the defendant argues - And this claim was not contradicted - that the sellers (and the plaintiff) did not transfer to her the sale agreement signed on August 19,2021 (which includes, inter alia, the consideration for the property), and that she was first exposed to it when the claim was filed (according to the defendant, it is not for nothing that the sale agreement was hidden from her, since it is a document that embodies material violations of the regulations, such as granting the plaintiff permission to carry out renovations to the property without approval).  For these and other reasons, the defendant claims that the request for the transfer of the rights was fundamentally flawed, and in any event, no discussion was held on the sale agreement (which was not presented) and no obligation to purchase the apartment arose in the plaintiff's place.  There is a reason for these claims of the defendant, but also a difficulty.  After all, if the defendant believed that what was brought before it was insufficient, why was a vote held after the meeting with the plaintiff and a notice was given that the transaction had not been approved? The witnesses on behalf of the defendant explained that in view of the plaintiff's behavior and statements "In the preliminary meeting", it was found that the latter was not suitable to purchase rights in the apartment in the hotel, and therefore it was accepted "Initial Decision" There was no point in further actions.  However, it is doubtful in my opinion whether the defendant is entitled to speak with two voices: on the one hand, to claim that the application was not submitted in accordance with the Regulations and therefore has not been discussed to this day, and at the same time to claim that a final decision was made by virtue of its authority under the Regulations.  In other words, where the defendant believes that the application for approval of a transaction is defective or missing, it is entitled to demand supplementation before it considers the application.  However, if it deems it appropriate to address the application as it was submitted, then the decision made - Approval or Refusal - accompanying all the offerings set forth in the Articles of Association.  The Articles of Association do not anchor a mechanism of sorts "Outright rejection", theַפָּ15ּThere is no need to step into the shoes of the potential buyer.  However, all of the above is likely to establish the sellers a right to make a demand against the defendant (the exercise of the right of first refusal), as opposed to the right of the plaintiff.  To be precise: the plaintiff argues in his summaries that in view of the defendant's conduct "The plaintiff and the sellers were left with no other choice but to exhaust their rights in the framework of the present proceeding".  However, as stated, the sellers are not suing in the present proceeding, and the plaintiff did not point to a legal reason by virtue of which it can be determined Because He arose (as distinct from sellers) a cause of action as the defendant claimed.
26. Before signing, four comments in a parenthetical article: The first - The claim before me is not based on a cause of action in the field of tort law (such as negligence or breach of contract), and no monetary relief was sought in it. In any event, I am not required to discuss the possibility of applying a tort cause of action in a case such as this (see and compare: Application for Leave to Appeal (Hai District) 1765/07 Segev Garage Ltd."M v.  Simon Estate (11.7.2007)).  The second - It is possible to think of legal claims that may arise against the buyer against a seller in circumstances similar to those before us, for example in the framework of an enforcement action.  However, as stated, in the proceeding before me the sellers are formal defendants, and no remedy has been sought against them.  The plaintiff and the sellers have chosen the former to take legal proceedings against the defendant (as stated in"Whereas" the tenth of the sale agreement of August 19,2021), when the parties knew that the defendant had not approved the transaction (see"Whereas" ninth).  This choice faces a legal hurdle, as explained above.  Third - The defendant made claims regarding the execution of renovations to the property, the plaintiff's involvement, and in a manner that contradicts the provisions of the bylaws and causes damage to the hotel and its residents.  Indeed, stipulations regarding the execution of renovations "At the buyer's expense at the buyer's discretion" appear in the sale agreement.  In light of the result I reached, I did not see the need to address this issue.  Fourth, Mr. Felice said in his testimony that the case at hand was not the first in which an attempt to sell the property did not succeed.  This matter is not part of the proceeding before me, but I found it necessary to note that to the extent that the defendant objected to one transaction or another in the past as well, it would have been possible to make a demand (or a claim) that she purchase the property herself.  In other words, the meaning of the impasse that arises from Mr. Feliss's words is not clear.

Conclusion

27. In light of all of the above, I have not found that the plaintiff's entitlement to receive the requested remedies has been established, and therefore - The claim is dismissed. Taking into account that the defendant itself claimed that no application was filed under the bylaws together with the sale agreement (and therefore it was not fulfilled either).  "Structured and structured procedure", as the defendant put it in her letter of January 4,2022, Appendix 10 to the plaintiff's affidavit), this judgment does not express a position regarding a situation in which such an application will be submitted to the defendant.  In the circumstances of the case, and in view of the difficulties I found in the defendant's conduct, I did not see fit to issue an order for costs.

Granted today, September 27,2026, in the absence of the parties.