An Israeli company sought to release itself from an agreement with an exclusive distributor for the Chinese market claiming, inter alia, that the agreement was abandoned by the distributor who did not commence distribution activity despite over 3 years that passed.
The Court held that in order to reach the conclusion that an agreement expired due to abandonment one need review the behavior of both parties thereto and the signs of behavior must be unequivocal, without any option to reasonably construe them otherwise and no doubts as to the intent of the parties. In this case the fulfilment of the agreement could not have been promoted by the distributor because the distributor did not receive certain data required and the distributor sent warning letters regarding this. Thus, the agreement was held valid