Civil Case (Tel Aviv) 58608-01-22 Dan Hershpang v. Bar Tarnovsky

Judgment (Partial)

1. This is a claim for the provision of accounts. The focus of the proceeding The question remains whether it was cut off Between the parties Agreement for the establishment of a joint venture, which deals with the marketing of COVID-19 protection products through online websites (hereinafter: The Venture), And what are its conditions if it is cut off?
2. In this regard, the plaintiff petitions to the order for the provision of accounts, in which the defendant will detail his holdings in corporations related to the alleged activity in the venture and its income. This is from the date of the establishment of the venture until the date of the judgment (hereinafter together: The Accounts).  In addition, the plaintiff petitions for declaratory relief according to which it will be determined that he is entitled to receive 20% of the profits of the venture, as well as for monetary relief by virtue of which the defendant will be obligated to pay the plaintiff's proportional share of the venture's profits, which the plaintiff estimated at ILS 1, 000, 000.

Background and arguments of the parties

3. According to the lawsuit, at the beginning of March 2020, the defendant, Mr. Bar Tarnovsky, a businessman, approached the plaintiff, Mr. Dan Hershpang, who is engaged in the construction and development of e-commerce sites, with a business offer. This is against the background of acquaintance Previous Between the two.  The defendant proposed The plaintiff must join forces with business activity to establish an online website for the sale of COVID-19 protection products, such as: face masks, disposable gloves, and alcohol-gel.  According to the alleged proposal, the defendant will manage the business activity, invest from his financial capital and will be in charge of raising the investment funds, while the plaintiff will be required to invest from his professional abilities, and in general It's Establish a website that will serve as a platform for the benefit of the activity and be responsible for its maintenance.  In return, according to the claim, The plaintiff will be entitled to:20% of the venture's profits, regardless of the scope of profits or investments.  Shortly thereafter, the plaintiff set up a website whose address is ttmsuppliers.com For this purpose (hereinafter: Website TTM).
4. It should already be noted that no written agreement was made between the parties. According to the defendant, The absence of a written agreement indicates Because No binding agreement was made between the parties at all.  The Plaintiff, For his part, relies on WhatsApp correspondence exchanged between the parties, which span hundreds of pages, from which, according to him, binding agreements have indeed been formulated (Hereinafter: Correspondence).
5. According to the plaintiff, against the background of the parties' agreement, he worked for many months to promote the venture. As part of this, the plaintiff claims, he established six additional websites one after the other, at the following addresses: ttmreserve.com, ttmstocks.com, greenfacemask.com, lifewithcorona.com, caredbprotective.com and dbprotective.com (below, together with the website TTM: The Sites).  The plaintiff further notes that he performed strenuous work over many months, inter alia, for the purpose of maintaining the sites, operating them, improving them and promoting their marketing.  According to the plaintiff, a new website that was established replaced the previous one, with the aim of improving its activity and maximizing the profits of the venture.  Therefore, since the decision was made to establish a new website, activity on the previous sites has been decreasing.  According to the plaintiff, the activity of the sites should be viewed as a unified and comprehensive activity.  Therefore, according to him, most of the profits of the venture were generated through the last website that was established - dbprotective.com (Hereinafter: Website DB), which remains active to this day.  According to the plaintiff, around August 2020, his demands to receive his share of the venture's profits became more frequent, but the defendant claimed that the venture was not profitable and therefore his right to any receipt had not yet been formed.  The plaintiff further argues that although the defendant recognized his right to receive documents attesting to the lack of profitability, he evaded doing so.  The plaintiff further claims that the defendant did not contradict the "Google Analytics" reports presented by him, which show, according to the claim, that the venture's revenues amounted to about 2.4 millionN USD"II.

The Ottoman Settlement [Old Version] 19166.    On the other hand, the defendant claims that the negotiations between the parties Never It did not evolve into a binding agreement.  Alternatively, the defendant is of the opinion that to the extent that an agreement was made, The agreement referred to limited business activity in relation to the site TTM only, in which the plaintiff performed actions Targeted only.  According to him, the plaintiff did not have a right to any receipt, both because the plaintiff did not carry out significant marketing activity to promote the site, and because the business activity on the site did not generate profits.  The defendant further claims that the plaintiff failed in his various roles in the venture, made false representations about his abilities, and that his contribution to the site was only marginal.  In any event, the defendant argues, the plaintiff's demand for 20% of the profits is a belated and baseless demand.