ADVOCATE ISRAEL

Edward Kosoi DN 29/84

Philco End Ainustmnt Company DN 30/84
Against
Bank J. .

1. To. Feuchtwanger Ltd.
2 Nathan Drury
3Raanan Amir
.4 Komrtziel Bank SA Geneva

This document was translated by computer software without human contact, so there may be significant errors in translation: please do not rely on the translation without obtaining appropriate advice with a certified Israeli advocate / lawyer

Further discussion No. 29/84
Further discussion No. 30/84
Edward Kosoi DN 29/84
Philco End Ainustmnt Company DN 30/84
Against
Bank J. .1. To. Feuchtwanger Ltd.
.2 Nathan Drury
Raanan Amir .3
.4 Komrtziel Bank SA Geneva

Supreme Court
[27.12.84]
Before President M. Shamgar


Orders of government and law Ordinance, 1948, RA Tos' a, 1, Sections 11, 15 (c) (Add: Book of Laws Tsl"b v. 51) - Companies Ordinance, Ha"i Volume I, ( H) 155, (a) 161, Section 2 (2) (this section is not included in the new version: In NK 764) - Ordinance Amendment law and government orders (No. 14), Tsl"b 1972, Book of Laws 51 - Ordinance bills [New Version], NK 14, Section 2 - Proposed Amendment of Companies Ordinance (No. 13) Tsl"b 1971, Arrow .129

Mini - Ratio:
* My daughter - a trial - further discussion - grounds for the existence
* My daughter - Law - Halacha verse - American Laws
* My daughter - Law - Halacha verse - English Laws
* Sources of Israeli law - foreign sources - Laws American
* Sources of Israeli law - foreign sources - Laws English
* Sources of Israeli law - foreign sources - contact them

Petitions for further discussion revolved around the questions, if the ruling object of the petition for further discussion renewal went, and if the court referral practices used in the United - States to be grounds for further discussion.

The Supreme Court ruled:
A.. Additional discussion is appealed. There is nothing between the explicit discussion of errors in testimonies Vaskt conclusions from them, according to the applicant's claim, and the essence is meant, the - by law, of discussion.
At. (1) reference American case law or case law of other countries, which tend Law similar to ours, there Gibosn our perceptions of or reference to such ruling to understand nature's rules similar statement accepted a long time.
(2) This trend has received special impetus with the enactment of Article 15 (c) payable to government and legal procedures, תש"ח - .1948 of this section did not make a decisive break from driving to beginning the trial, on the other as well as permission was not a preliminary study on the thoughts, views and attitudes that are not sources of English law.
(3) Section 11 orders payable to government and law served as a teacher through an initial ruling, which was influenced by the fact that, last part of Article 11 gave essentially the opinion that, political independence also leads to follow changes in the law. Interpretation. This created the basis for an independent interpretation of the law of freedom of the independent court of law formulation.
(4) the courts free to deviate from the precedents of English, whether based on provisions of section 11 orders payable to the government based on law and fact, courts are a sovereign country.
(5) in section 2 (2) Companies Ordinance was a reference interpretation of the Companies Ordinance under English law, but there was a more relevant time to tie our corporate law - the broad sense of that term - interpretation exclusively by English law. No country in this matter of interpretation of the command words formula that granting legal interpretation of the meaning of debts, which are an essential part of corporate law.
(6) for the completion Movnm meaning of concepts and teaching on the nature of duties over write command could look for a missing filling, other legal sources, which brought attention to similar topics as for the provisions of the same.
(7) American ruling class was not a similar mandate granted during practice law in England, if she could assist in defining individual debts, understanding the concepts in formulating our own patterns implied by the power Shukna last part of Article 11 above.
C. To understand nature of trust there is no need for interpretation of the law formulated but derive from the Torah's general corporate law, and the connection that was not Article 2 (2) Companies Ordinance exclusive master class, as the drafters intended that the mandatory command in .1929
D.. Set Ohboiotio duties of company director and a controlling shareholder, served as the basis of the court's conclusions Slaror, was a novelty, the existing law roots absent or reasonable expectations of with it, and - yes there is no reason for the existence of further discussion.

Rulings - Dean of the Supreme Court mentioned: N.
[1] DN 6 / 82 Yanai N. Head Bailiff et al, PD him (3) .99
[2] AE 81/55, 84, 91, 92 m stars v. A. Becker et al Appeal against me, PD Ya .225
[3] AE 245/60 Sianmid American establishment. N. Petit S.f.a. and - "Retort" Himiot Laboratories Ltd., PD Tz .788
[4] AE 249/58 Haberman v. Lippmann et al, PD calendar 1.788
[5] are 'Jerusalem 100/52 Industrial Company Ltd. v. J. Agion et al, PD and 887, F"a T. .190

Rulings - English law mentioned: in
866. E.r 51 (1845) Midland Rly. Co. V. Hudson-york and north [6]
. (. ch)
. (. C.a). 795Ch 29 (1885) in re cape breton company [7]

. (. P.c). 83A.c [1902] Burland v. Earle [8]
. . 652A.c 12 (1887). Bentinck v. Fenn [9]
[1959] operative wholesale society ltd. V. Meyer-Scottish co [10].). Sc). H.l). 324a.c


Notes: and
1 conditions for the existence of further discussion, see: N. DN 2 / 84 Rosenberg v. Rubenstein et al, PD wet (3) .689
.2 Turn to foreign legal sources, see: AE 295/81 estate in the late Sharon Gabriel v. Gabriel et al, PD him (4) .533
.3 Status of English Laws Following enactment of Article 15 (c) payable to government orders and law, 1948, see: AE 64/74 and Bank Leumi Le-Israel Ltd. v. Mandelblit, PD Power (2) .485
Petitions for further discussion on the matter, the court ruled in three (judges A. Barak, S. Levin, D. Levin) dated 9.7.84 AE 817/79, 818, 585/82 *. petitions were rejected.

Q Toussia - Cohen - the name of petitioner DN 29/84, Dr. A. Goldenberg - named petitioner DN 30/84; L. D. Commissar, M. Kirsch - named Respondent 1; N. genuine - as Respondent 2; A. Perski - named respondent .3


Resolution

Nature of the disputes brought before the House again now - this statement in an application for further discussion, described thoroughly detailed ruling - Dino's House - This sentence AE 817/79, 818, and -585/82, * after take place before the court long and thorough discussion.
The court discussed at length allegations raised before the court on its findings

First noted in this context: F **
"... The first reading of the verdict raises difficulties. There is not - errors. Fell in errors. Events mingled chronological sequence. There is no reference

------------------

* PD wet (3) .253

** Name, p. .270

Explicit evidence submitted during the trial, and there is no explicit statement, to whom the judge believed the witnesses who did not. However, after repeated reading, it turns out that the inaccuracies were mistakes marginal things, and that decision has - Dina's court findings determining our heads - and therefore determining the position regarding the reliability of evidence - all the major factual questions, need a decision on appeal. On - yes, no Nhrog as we, and we ourselves first instance. We do not discuss the matter again, and we write on slate. First instance findings bedding set decision system, we tested if these findings are anchored to the material evidence before it. Instead found that the findings of first instance are anchored in evidence, clean these findings. Instead found that the findings of first instance are not anchored in evidence, in abolishing the findings set of first instance, determined beneath findings - positive or negative - costs the evidence, requested Mantle Bringing evidence.
Following the examination of evidence the court concluded his remarks following significant conclusions exchanges as follows: B *
"... In my opinion, the bank lifted the burden and proved that Epstein acquired control of the bank. The bank also proved that the practice came to money purchase - except the amount of $ 000,427 ¬ bank itself. The bank also proved that Kosoi knowledge, acquisition of Aibicor come bank funds. However, the bank was not proved if the burden or uncertainty, you need a civil trial that Kosoi Philco know, funding of the sale of shares will also Philco bank funds. We must not forget that burden, imposed on each bank, is not easy, For us in proving a breach of trust. This was not the bank. In my opinion, are diamond-shaped scales, and no say at all, that the sale of shares of Philco Kosoi knew that the bank is financing. It is difficult to fact, that practice paid $ 000,427 from sources outside the bank, and that not only Kosoi but many others (especially Drury) figured, foreign investors do exist. As a result, there in my opinion, sufficient basis for setting a first instance, that in a plea Tiberias' knowledge Kosoi, Epstein empty the bank and will collapse, and that the sale of shares Tiberias' abandoned 'the bank. As long as there is speculation about the entry of investors, would not establish the abandonment. on - yes I think that the thesis that the Kosoi' Milt his soul in Tiberias, is not based enough ".

-----------------

* Name, p. .275


And later: and *
"... I have no doubt that the findings of the first instance, that in the agreement July 'asked Kosoi save his soul from the bank, properly evidence based. The meaning of' escape 'This is a complete exit from the bank, both of the Philco and the Kosoi . Kosoi testified that he asked to anticipate the payment Philco, because it was needed the money. It seems that this explanation of Kosoi not found credible the opinion of the court. On the other hand auditors testified that worried about increasing credit Laibicor. auditors noted that following this will have to re-establish their position and could not confirm the bank balance, if not far-reaching amendments will be made. They gave management the bank eight months to remedy the situation. All this delivered personally Lkosoi. They told me that the bank's Hsoloontiot danger, and that there is a danger for The bank, which is a serious crisis (see paragraph 11 above). This information has to be a compelling motive to Lkosoi immediate departure of the Philco and for re-option the final departure of his own departure Aflico. Of course, if you are available bank independent sources of funding, through which can be quickly repair the necessary correction, the picture may change. but such sources were not available to the bank, Okosoi knew it. doing the 'agreements July' Kosoi knew that payments for the shares would come from the bank and investors from South - Africa ".
The court also found Slaror strengthening the above conclusions further evidence Us agreements conducted in September 1966, treated the petitioner's Kosoi Lmniotio bank with Aflico Olmniotio above, which also was a shareholder in the bank.
Stopped - Dino's Court built on its conclusions regarding the duty of the director's duty of trust or indemnity recoverable value that applies to the director, who owed the company for breach of duty of confidence.
The court also suspicious of its conclusions on the duty of trust controlling shareholder of the bank, including who belongs with the control group. For this purpose the court said: F **
"Controlling shareholder who wishes to sell his shares, the company owed duty of confidence about this sale, and must work toward the end - heart and fairly, and he violates his duty, if he sells his shares to the buyer, who empty the best of his knowledge the company of its assets and bring it to the island -- Soloontiot ".

---------------

* Name, p. .276

** There, on page 284

DN 29/84 requesting petition sought to base the existence of new laws supposedly worth further discussion. The trouble is, the request by nature is just a request for another appeal illustration of the nature described in the application flavors can be used to claim - the applicant Kosoi Tromto, endorsement of it, the court dismissed the petitioner did not charge for lack of any evidence or not returned the discussion to the District Court to re-test evidence. discussion is appealed (DN 6 / 82 [1], p. 101), and So anything between detailed discussion of errors in testimonies Vaskt conclusions which, according to the applicant's claim, and the essence is meant, the - by law, of discussion.
Regarding the responsibility of Kosoi director, disagrees come - power petitioner learned of the conclusions, the same appeals court concluded from the evidence, but the adversary is also here that essentially, if a certain legal conclusions from the circumstances, as petitioner describes them; but it does not to indicate the existence of the left, because of innovation which, due to its hardness or because the importance warrants further discussion.
Come - the power of Philco scholar focused arguments, of course, also matters, in which he saw as renewed by the thought went, and his remarks were directed against it, the court addressed, among others, also tend to the Laws of the United - States that he claimed was the basis law addressed as a matter of what happened in .1966
Thesis, presented to the - by the learned counsel of the plaintiff, is not acceptable to me. Study American case law or case law of other countries, which tend Law similar to ours, there Gibosn our perceptions of or reference to such ruling to understand nature's rules similar sentence, which they complained had come - the power of the plaintiff learned, are acceptable thing for a long time. This trend has received special impetus with the enactment of Article 15 (c) payable to government and legal procedures, תש"ח - .1948 Section 15 (c) above has not created a decisive break from the court he used to start of provision of the law in question on the other as well as permission was not an initial study of the thoughts, opinions and attitudes that are not sources of English law. There is also a place to adopt the version, like the American way to review case law was breached only in 1972, and that this matter was not a domain that closely, studying the adoption of ideas, before they can supposedly the initial permit - by enactment of Article 15 (c) above.
Definition of validity in his field of law existing in the country, which brought in 11 orders payable to government and law, not consisted in determining the provision of continuing validity of the law and voting on the sources referred to the legislative power of the sovereign legislature. Last part of Article 11 added clarifying that the law will apply, even not on explicit legislation, any changes resulting from the establishment of the state Orsoiotih. AE 81/55, 84, 91, 92 [2] added clarifying
House - this sentence because the courts free to deviate from the precedents of English, whether based on provisions of Article 11 above and based on the fact that courts are a sovereign country. Article 11 of the above served as a preliminary guide Lfsiktno, which is influenced by the fact that, last part of Article 11 gave essentially the opinion that, political independence also leads to follow changes in the law interpretation. as it was necessary, therefore, formed the basis for an independent interpretation of the law of freedom of the independent Court of law formulation. Article 2 (2) Companies Ordinance referred indeed practice law in England, but the plaintiff considers more than he lies there. Article 2 (2) Although the above was in reference to interpretation of the Companies Ordinance under English law, but there was no more, when relevant, to tie our corporate ¬ broad sense of that term - exclusive commentary by the court English. There is no country on this matter of interpretation of the words formula lawful command interpretation that give meaning of debts, which are an essential part of corporate law. Movnm significance for the completion of the concepts and teaching on the nature of duties over write command could look for a missing filling, other legal sources, which brought attention to similar topics as for the provisions of the same. American ruling was of course a status similar to that given during the trial mandated practice in England, but she could help the definition of debt information, understanding concepts in formulating our own patterns implied by the power Shukna last part of Article 11 are "to.
In this last part of Article 11 had a bearing on the scope, attributed to Article 2 (2) Companies Ordinance, which would lay the beginnings of perception, which sought to soften the apparent stiffness of the instructions of Section 2 (2) and his ilk. Last part of Article 11 was Lodestone Rock of mental independence, empowers completed concepts Omovnihm explained the nature of the duties of weavers in many different width and depth than those explicitly expressed in law of liberty. As customary law was created in England, there was only an interpretation of expressions, so we also created the independent possibility of developing common law, not necessarily in the literal interpretation of expressions. Who distributed the existence of a process as described and the legal validity, theory and practice get at this late stage the ruling AE 81/55, 84, 91, 92 [2] above. So actually there is no question about the interpretation of terms but on their status, duties and rights of institutions operating under the laws of societies, as they are learned from the assemblage of this legal mask. And from the general to the particular; to understand nature of trust there is no need for interpretation of the law formulated but derive from the Torah's general corporate law, and the connection that was not Article 2 (2) an exclusive master class, as the drafters intended that the mandatory command in .1929
Requesting Philco claim, as stated, that a substantive interpretation, which is not bound by instructions of the law of liberty from plain English interpretation mandate, was to treat only can acts or omissions, that occurred after day Gimel Nissan Tsl"b -18.3.72, which is the beginning date
Amendment of rule and law orders Ordinance (No. 14), Tsl"b - .1972 thought this grounded assumption that before the above interpretation dominated by English law exclusively, but we have already seen above, that it was not. There is no place to return to this subject, as already mentioned above and Article 11 AE 81/55, 84, 91, 92 [2] above. Similar comments were made that the CAC 245/60 [3], p. '799 with a signal margin d.
Incidentally, for comparison, please contact the CAC 249/58 [4], which appeal to American ruling interpretation of the laws of the bills, without seeing that nothing contrary to the stated in Section 2 of Ordinance bills [New Version], like Article 2 (2) Companies Ordinance .
Needless to add, that further discussion is turned on innovation grounds to be acute as it is, but to renew the law.
Body matter, is not acceptable I believed that the definition of duties Ohboiotio company director and shareholder control over it, which served as the basis of the court's conclusions Slaror, was a novelty, the existing law roots absent or reasonable expectations of with it. Director's duty to the trust was a long time essentially a fundamentally important element of our corporate law.
Even when the proposed bill, which sought to expand the types of offenses of managers and others who betrayed their positions of trust, see the novelty of the Baron actually instructions in the law relating to freedom and obligation is valid, since the starting point of the proposal was, literally, the existence of responsibility, imposed the managers and trust under the laws of Banking (Amendment proposed introduction Companies Ordinance (No. 13), Tsl"b 1972, p. 128).
In this context, can also remind the words of Judge Romilly affair york 868, at [6] (1845) Midland Rly. C. V. Hudson-, and north adopted here in another '100/52 [5], p. .889 Compare Justice also Bowen v. ruling Earle Burland; [7] (1885) in re cape breton company; 97, at [8] (1902) and the words of Lord Herschell affair. Bentinck v. Enn 662, at [9] (1887). Interest shareholders saw - operative-fb palmer, company Scottish co; [10] (1959) Mayer. V. Wholesale Society ltd 464 (1951) th ed., By A.f. Topham 16, london). Precedents therefore, the acts of seeking Kosoi Drury and Philco Company, as described decision - state appeals court, would not bring Lgibosn of different conclusions, a hearing take place close to their actions in .1966

Sichumm of things, not to discover the laws, which Ntvss court of appeal, grounds for the existence of further discussion. Practices corporate law, which the ruling is based, well-anchored corporate law, which took place during the events happened, which turned this litigation. Laws regarding judicial legislation, as it were, as indicated by the arguments of plaintiff Philco, were not included in the ruling, therefore there is no room to discuss them further discussion.
In light of the above did not see a place to order another hearing and decided to reject the requests.

5,129,371 requestor DN 29/84 carry Bhutzaotio of the first respondent with linkage and interest until the actual payment amount of 000, 500 shekels.
DN 30/84 plaintiff bears Bhutzaotio of the first respondent with linkage and interest until the actual payment amount of 000, 500 shekels.






Given day, John Tevet Tshm"h (27.12.84).