Holders of rights of residential units in a luxury hotel demanded the hotel owners to appoint an internationally renowned management company to manage the hotel as well as refrain from raising the management fees.
The Supreme Court held that the agreement is a closed agreement and there is no reason to obligate or prevent the shareholders from carrying out any actions. A framework relationship contract is a contract that is drafted in general terms only, and in which the parties agree on a common goal but cannot, do not want or fail, for whatever reason, to detail the precise steps to achieve such a goal. These are usually long-term agreements, in which the term makes it difficult for the parties to set things in stone over extended periods. However, not every long-term agreement is a framework relationship agreement and there are long-term agreements that are closed, detailed and comprehensible agreements, which reflect the give-and-take of the transaction and leave no room for intervention. Here, the rights holders have signed a variety of agreements, all detailed and precise, which define all of their rights and obligations in their relations with the hotel owners. The arrangements set out in the agreements are detailed and explicit and no amendment or material change can be imposed on them, as this would constitute improper interference in the commercial negotiations that led to the transaction. In light of the above, it is necessary to adhere to the arrangements that appear in the existing agreements, according to which the rights holders cannot obligate the hotel owners to appoint a management company or deviate from the arrangements that allow the hotel owners to update the management fee.