The plaintiffs' claim regarding the exercise of the option
- I reject the plaintiffs' claim regarding the exercise of the option. In Ronen's letter of February 17. 23 It is explicitly stated: "I hereby inform you that I intend to sell all my shares/rights in the 3 companies in question... failure to provide a positive answer in relation to the two companies; Bat Yam Central Parking Company Ltd. and Brothers Love Zion Investments Ltd. Within 10 days... will be considered a refusal on your part to purchase my..". In another document sent on behalf of Ronen's attorney on February 22,2023, it was clarified that the proposal in question explicitly referred to a transaction with Maoz Daniel Ltd. for the acquisition of Ronen's rights in the Neptune Halls and the Central Parking Company in a total sum of ILS 40,000,000, while Lov Zion Investments was mentioned only because of its indirect holdings in these companies.
- I am of the opinion that the interpretation according to which it was possible to offer consideration for Ohev Zion Investments alone is inconsistent with the offer and clarification that was given; I am of the opinion that on the face of it it is illogical that the shares of Ohev Zion Investments are worth ILS 0 or at their face value of ILS 100; Ohev Zion Investments has a real estate asset that is worth a lot of money, and therefore the offer that was given does not constitute an "exercise of an option" and there was no room for acceptance.
Claims of discrimination at Renaissance
- With regard to Renaissance, the plaintiffs' claims were brought before me that over the years since the death of the late Eli, there has been a significant deterioration in its income and business situation, and that the source of this deterioration is the burden of expenses, illegal withdrawals of funds or excessive wage payments made by Ronen (these claims were presented at length in a letter sent to Ronen (with a copy to Renaissance CPA) on May 11,2023, which was attached as Appendix 23 to Tal's affidavit). The court was presented with Prof. Glander's opinion, which indicated an alleged decline in Renaissance's annual revenues (including the Mandarin partnership, which is partly held by Renaissance) from ILS 2.1 to ILS 2.8 million in the years 2013-2016, to a range of only ILS 1.3 to 1.8 million from 2017 onwards.
- The expert further pointed out that as of the date of Eli's death, Renaissance had transformed from a profitable company to a loss-making company (see paragraph 3.3.2 of the supplementary opinion, and paragraph 3.3.1 of the first opinion). In addition, it was presented to me that during the years following Eli's death, there was a significant increase in the equity balances of the shareholders in the company. In these matters, the plaintiffs claimed that the expert on their behalf was not provided with proper explanations regarding Renaissance's financial deterioration, nor were detailed ledgers of the shareholders provided that enable us to determine the true nature of these balances (paragraph 3.3.3 of the supplementary opinion and paragraph 5.3.1.2 of the first opinion). On the other hand, the defendants repelled these claims and sought to dismiss them, arguing that Renaissance is a non-profit company and that Prof. Glander's opinion does not establish a positive finding regarding actual discrimination, but rather relies on mere "concerns" and "speculations" (see paragraphs 15 and 21 of the amended statement of defense).
- I have considered the evidence that was brought before me; I have not ignored the argument that the defendants, in this matter as well, did not provide documents/explanations/witnesses, etc. At the same time, contrary to my findings in relation to Ohev Zion Investments, I am of the opinion that the plaintiffs' findings, on whom the initial burden is placed, are insufficient. Thus, in the first Glender opinion, it was also stated in clause 5.3.2.1: "It is evident that the scope of management and general expenses has been stable throughout the years examined... "; See paragraph 3.3.2 of the second Glander opinion: "In the years 2014-2016 the company was profitable, while starting in 2017 the year turned to a loss, with the exception of the years 2020 and 2022 in which a profit was recorded." In other words, the data in the expert opinion are also not conclusive. To this we will add the fact that no evidence was found of the diversion of profits to other companies or false records, as was discovered in the case of Loveh Zion Investments (see the "Rent" component); no indications were brought of the repayment of loans in a discriminatory manner, as was discovered in the case of Loveh Zion Investments. Therefore, I did not find room to accept the claim of discrimination with regard to the Renaissance Company.
Forced Acquisition as a Remedy for the Removal of Deprivation