Providing Accounts - General
- The rule is that a claim for the provision of accounts is conducted in two stages: In the first stage, the plaintiff must prove the existence of a special relationship that justifies the granting of accounts. The case law recognized special relationships that include a relationship of loyalty, mission, authorization, or partnership, but emphasized that this is not a closed list. In addition, the plaintiff must prove, even prima facie, the existence of a right of claim in relation to the funds that are the subject of the accounts. If the plaintiff has proven his eligibility for the accounts and in the absence of a reason justifying refraining from doing so, an order will be issued for the provision of accounts. In the second stage, if the plaintiff has objections to the accounts that were submitted, the burden shifts to the defendant to prove that the accounts provided are reliable and satisfactory, and only then will the defendant's liability be examined in accordance with the accounts. To be precise, it is not enough that the defendant did not meet the burden of persuasion to prove the credibility of his accounts in order for the plaintiff to win his claim, and the plaintiff is required to prove his claim (see, Civil Appeal 127/95 Fruit Production and Marketing Council v. Mehadrin Ltd., IsrSC 51(4( 337, 344-345 (1997(; Civil Appeal 8250/11 Card-Gard Scientific Survival Ltd. v. Pharma Life Ltd., paragraph 24 (June 22, 2015(; Civil Appeal Authority 3656/17 Khalil v. Antaki Center for Herbal Healing Ltd., paragraph 17 (June 1, 2017(; Civil Appeal 8713/11 Sayeg v. A. Luzon Properties and Investments Ltd., paragraph 106 of the judgment of the Honorable Justice Y. Danziger (20.8.2017().
- The existence of a special relationship
1.a. Has an agreement been made?
- The first issue that needs to be decided is whether a binding agreement was entered into between the parties in the circumstances described. According to the defendant, evidence that a binding agreement was not entered into is the absence of a written agreement (see, paragraphs 8-11 of the defendant's summaries). Rather, The rule is that "a contract may be made orally, in writing or in any other form, unless there is a certain form of a condition for its validity by law or agreement between the parties" (Article 23 of the Contracts (General Part( Law, 5733-1973 (hereinafter: The Contracts Law(). In the absence of any other legal obligation and where the will of the parties is given external expression, There is no impediment to determining that a binding agreement has been made, provided that its content is proven.
- The evidence shows that an oral agreement was entered into between the parties. This conclusion rests on two main pillars: The defendant's confessions and the conduct of the parties who Learn from the correspondence exchanged between the parties in real time. In this context, I found that the evidence was consistent with the plaintiff's version, while on the other hand, the defendant's version was found to be inconsistent and included contradictory claims. Thus, for example, while the defendant initially claimed that the plaintiff "was supposed to help" him, that he had nothing to do with the venture, and that the contacts between the parties did not mature into a binding agreement (see, for example, , Section 39 of the statement of defense), The defendant claimed Up Next Because approached the plaintiff with an offer in connection with a particular site, and finally testified that an agreement had been formed by virtue of which, where profits were generated, the plaintiff would have received his share of them (Transcript, p. 66, paras. 13-15).
- Moreover, in the defendant's letter dated August 17, 2021, which was exchanged between the parties prior to the filing of the lawsuit, the defendant claimed that the two planned to establish the venture together (p. 674 of the plaintiff's affidavit), as follows:
"In summary, it should be noted that the parties (i.e., the plaintiff and the defendant - see G( did indeed plan, together with another partner, to establish an activity for the sale of products related to the coronavirus pandemic via the Internet, but no division of profits was ever agreed between them (let alone the income from such activity)... In practice, my client (the defendant - R. G.( established, together with a third party, a venture in which products related to the coronavirus pandemic are sold via the Internet, fully funded by my client, and with my client taking all the risk, including all the necessary expenses... Your client (the plaintiff - R. G.( did not contribute anything real to the venture that was actually established."
- In addition to these versions, the defendant confirmed during his cross-examination the plaintiff's version, according to which he approached the plaintiff, against the background of a long-standing friendship, and suggested that he establish a website that would serve as an infrastructure for an online store selling protective products against the coronavirus. The defendant also confirmed in his testimony that it was agreed that the plaintiff would be in charge of the technical field in all matters relating to the establishment and maintenance of the site, in exchange for sharing in the profits. The defendant also did not deny the claim that the plaintiff was the only party that possessed the knowledge necessary for the establishment of the website ("Adv. Levy: In March 2020 you have ambitions, intentions, goals to establish a large business here, why are you contacting Dan?; the defendant: [...] because Dan has knowledge of this matter."Transcript, p. 46, paras. 30-37 (and also: "I needed someone who knew how to set up websites" (Name, paras. 1-2.
- So yes, The defendant in practice confirmed the plaintiff's version that he approached the plaintiff with an offer to join business activity in exchange for a share of the profits, and that the plaintiff accepted this offer. Despite the defendant's attempts to obscure and deny the existence of a binding agreement between the parties, it is clear from the testimonies heard before me, and in particular from the defendant's own version in his cross-examination and from the evidence presented, it is clear that an agreement was made. The development of the defendant's versions throughout the proceeding, which ranged from a complete denial of a business relationship to a partial admission of a "minor partnership", as well as the plaintiff's right to receive reports, acts in accordance with his obligation.
- In addition, this conclusion is supported by the correspondence exchanged between the parties in real time, which gives a clear picture of their intention to enter into a binding agreement (Defendant: "You received an option to make money" (p. 103 of the plaintiff's affidavit, correspondence dated April 3, 2020, at 18:37).
- Moreover, the content, scope and location of the correspondence exchanged between the parties reveal a consistent and intensive discourse, which strengthens the determination that a binding agreement has been formulated, even if all the details regarding the scope of the profits or the date of payment have not yet been agreed. I will emphasize that I did not see fit to accept the defendant's argument that the absence of a written agreement shows that the parties did not intend to enter into the agreement or that the requirement of specificity was not met. In my opinion, the fact that the parties acted informally on the basis of the trust that existed between them and without anchoring the agreements in writing is reasonable in the circumstances of the case and does not prejudice the conditions necessary for the conclusion of an agreement. This, inter alia, took into account the fact that the defendant sought to take advantage of a business opportunity that he identified, while providing a quick response to the need that arose with the outbreak of the COVID-19 pandemic. It was the defendant, who was the initiator and bringer of the idea that is the subject of the proceeding and the person who gathered around him the people who were working to carry the idea into effect, who sought to engage in this manner. In other words, it was the defendant who chose, on the basis of his personal connections and the trust that prevailed between him and the other parties, not to anchor the written agreements. It is not for nothing that the defendant reiterated and confirmed that a significant part of the business engagements he made in connection with this activity were made orally and without being documented in writing, and in general It's He explained that he did not have "a binding agreement with Dennis and Robert (i.e., Polanski and Grossman - R. G.), but we acted as a team in full cooperation" (paragraph 3 of the defendant's affidavit; and the defendant even repeated this in his cross-examination, Transcript, p. 44, paras. 8-9).
- This, while the correspondence indicates that the plaintiff sought to anchor the written agreements in real time. Thus, on March 29, 2020, about three weeks into the joint activity, the defendant rejected the plaintiff's request to put the agreements in writing, stating: "I'm not dealing with it right now, because it's starting to mess with a lawyer. I am currently working on the basis of faith" (p. 85 of the plaintiff's affidavit, correspondence dated March 29, 2020, at 14:57). I am of the opinion that in the circumstances of the case, the manner in which the defendant took his steps is in accordance with the business logic that reflects the patterns of action of entrepreneurs At the beginning of their journey operating under conditions of uncertainty (compare, Civil Case (Tel Aviv District( 25256-03-20 Abramov v. Kochavi, paragraph 20 (January 5, 2022).
- These words were expressed in the testimony of the defendant, who explained that:
"The Defendant: I didn't know that my goal was to start a big business first of all...