Civil Appeal No. 315/89

.1 Bielostotzki Ltd.
.2 Moses evicted
Against

2 Bank Leumi Le-Israel Ltd.
.3 Official receiver

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

Supreme Court sitting as - civil appeals court
[23.1.91]
Before President M. Shamgar Judges A. Goldberg, Y. Meltz


Companies Ordinance [New Version], úùî"â 1983, NK 764, Sections 178, 178 (a), 179, 186, 191, 192, 355 - Bankruptcy Ordinance [New Version], 1980, NK 639, Section 98 - Law pledge, 1967, Book of Laws 48, Section 4 (3) - Patent Act, 1967, Book of Laws 148, Section .90

Mini - Ratio:
* Companies - Dissolution - Cancel Preferences
* Companies - liens - validity
* Intellectual - pledge - the beginning of validity

They undermine creditors of respondent 1, which is a process of dissolution, the - the bonds that grant them permanent work on the goods of the respondent .1 bonds were held on 29.8.85, submitted to the registrar for registration recorded on 14.9.85 - by the Registrar on. 19.9.85 On 2.12.85 respondent filed a request to dismantle 1, followed by a possible dissolution decree. Refused to recognize the joint force for the benefit of subjection under Sections 98 undermine the bankruptcy Ordinance [New Version], 1980, and - 355 Companies Ordinance [New Version], úùî"â - .1983
The District Court confirmed the position of the joint. Hence the appeal, revolved around the question What is the record date for the existence of the third condition in section 98, ie, the action was within the three months preceding the dissolution, when it comes to draft-age; Do When work or date registration is to fall during the three months preceding submission of the request decomposition.


The Supreme Court ruled: N.
A.. (1) pledge of - law pledge, 1967, there is a clear distinction between the timing of creating a pledge, which is a bar - valid only for the parties bargain, and the timing of the wedding date on which we pledge Mokna a valid also for third parties starting with registration pledge, in the case of a deposit on - by the deposit of assets by a creditor or a guard on his behalf - with Hfkdtm (the 701 - F).
(2) when the pledge was created on property that belongs to society, society to provide, as stated in Section 179 Companies Ordinance [New Version], the information and documents concerning a deposit to register with the Registrar of Companies within 21 days from the day it was created subjection (and 701 - M).

(3) on - according to Section 186 Companies Ordinance [New Version] can also anyone else who wants it to provide the Registrar of Companies requiring registration information (701 g).
(4) Msnmsro information during the 21 days, enrolled subjection - the joint validity of other creditors of the company starts from work and from the registration (701 g).
(5) Hence, for which Article 98 Bankruptcy Ordinance [New Version], only one date can come into account, and date of creation subjection (701 M - 702 A).
(6) For this purpose the 1st respondent fulfilled the requirement, since the information documents provided to the registrar at the time of subjection, and if the Registrar Nfka I wrote the pledge and removed the registry card the day after passage of 21 days (if Hyman day becomes subjection Agreement), for respondent or other parties 1 interested in the registry can not control the period between delivery of the documents - on their registration - by the Registrar, and to visit them the iniquity of the delay occurred in the registry (702 A).
(7) in ancient times, since subjection created - by the bond before the date three months before filing the request decomposition, it did not take place the third condition in section 98 Bankruptcy Ordinance [New Version], and because the conditions are cumulative, it is impossible to cancel the deal for the joint (703 - E).

Rulings - Dean of the Supreme Court mentioned: in
[1] AE 471/68 Jacobi v. joints of comprehensive Ltd. (liquidation) et al, PD ëâ (1) .65

Notes: and
Beginning of the validity of Shiabodim created by a company, see: N. A. Habib - faculty, "Hsabodim law firm finance," Tu theoretical statement (úù"ï) .83
Appealed the ruling - Dino District Court of Tel - Aviv - Jaffa (President A. Winograd) dated 4.4.89 Tel Aviv 4393/85. The appeal was received. Briefcase was returned to District Court for further proceedings.

C. Age - named undermine;
D. Zamir - named respondent 1;
M Klibtz, in charge of the National Appeals Division Department of Public Trustee - named respondent .3


Stopped - Dean

Justice A. Goldberg: In .1 undermine are creditors of the respondent 1, is a process of dissolution. Undermine work has a fixed and specific benefit of the goods by 1st respondent dated bonds were bonds .29.8.85 Registrar of Companies for registration under section 178 (a) Companies Ordinance [New Version], úùî"â 1983, recorded on 14.9.85 - by Sign In - On 19.9.85
2.12.85 sensitive appellant 2, along with another creditor of the respondent 1, a request for dissolution, and following this request is against dissolution decree.
.2 Undermine sought from the joint to allow them to adopt procedures for implementation of this subjection, while joint responded that there is no validity to Serfdom him, for he Disable under Article 98 bankruptcy Ordinance [New Version], 1980, and Article 355 Companies Ordinance [New Version ], receiving the aforementioned Article 98 to political bankruptcy laws dismantling companies. Or joint argued that since the bond applies to goods (rolls of paper) unidentifiable - have to see the current subjection and nonspecific. Consequently turned undermine the District Court , which confirmed the position of the joint that Hshiabodim above do not apply to the joint under Article 98 bankruptcy Ordinance [New Version]. This section, titled "Cancel preferences, allows transactions to eliminate various actions, including Shiabodim, made bankrupt, by virtue of Section 355 - that she is now is a process of dissolution, and that three cumulative conditions: and
A.. While the transaction or operation was not a company can repay the money in time Fraonm obligations.
At. Action or transaction made to give priority to a particular creditor or who eve debt, or of unlawfully soliciting constraint by or on behalf of the creditor.
C. Action or transaction made within the period of three months preceding submission of the application for dismantling.
Integrate Section 98 Bankruptcy Ordinance [New Version] laws dismantling companies and the date of application to dismantle the record date regarding the third condition - see AE 471/68 [1].
The President learned of the court Kama Set Htkiimotm of three conditions.
3 for the third condition - no sharing subjection created more than three months from the date filed request decomposition, but he registered with the Registrar of Companies within this period. So the question that was before the court Kama was, what is the record date to take place the third condition in section 98 Bankruptcy Ordinance [New Version], when it comes to draft-age: F Is creation date, or date the registration is to fall during the three months preceding submission of the request breakup? Learned to know the president, the record date is the date of registration. So explained in
"I think we discussed this question on two levels: one plain and - is a framework of relations between the creditor and must; the second plane - the relationship between the creditor and the joint or other creditors.

The first level - no registration or validity of leaves or veins. It also clearly states in section 178 (c) of the Ordinance. No doubt this level lien "created" with his signature, and Dino lawfully contract.
Second level - have an important effect registration. Is intended to inform Alma totality of the existence of slavery. This post is not technical - formal but substantial. Every applicant to contact the company - can check the status of the debts and obligations - by checking with the Registrar Hsabodim pad.
At this level - the record date for'm Alma is the date on which the lien was recorded for the same day he became well known. That means determining section 178 lien against the joint will be off to other creditors if not registered or not registered on time (see AE 603/71 National Bank v.. Bank of Israel United Kingdom, Fd"i ë"å (2) 468, 474; and AE 471/73 Alktrog, Ltd. v. Nix. Elscint Ltd., Fd"i ë"è (1) 121, 129).
Moreover, the Registrar of Companies v. Den Book repair registry under section 191 Hsabodim extend the deadline for registration work he does so, the conditions he sees fit, and stopped in England And here (AE 181/73 N. Stockmann. Sfitani, Fd"i as ( 2) 182, 185) one of the prerequisites will be considered a binding pledge from late registration. Sltarich registry because there is an effect of giving valid lien.
On - yes, we're going backward from the date it submitted the request to dismantle a creditor - Moses banished - to the date of listing - we are in three months.
.4 No mind to the President learned. Indeed, if it was raid - feet of a private person who registers on the pledge - in accordance with Article 4 (3) pledge Act, 1967, was placed above the question of meaning, for both levels. This is because the pledge - pledge law is a clear distinction between the timing of creating a pledge, a pledge he Bar - valid only for the parties bargain, and the timing of improvement, we would date it Mokna a valid also for third parties. Deadline It starts with One pledge, "according to section, the case of a deposit on - by the deposit of assets by a creditor or a guard on his behalf -" with Hfkdtm. Question, What is the record date for the applicability of Article 98 Bankruptcy Ordinance [New Version] pledge the assets of an individual, we have no answer, because our case is different situation, where a pledge on assets of a company.
When the pledge was created on property that belongs to society, society to provide, as stated in Section 179
Companies Ordinance [New Version], the information and documents concerning a deposit to register with the Registrar of Companies within 21 days from the day it was created subjection. On - according to Article 186 this command can also anyone else who wants it the Registrar of Companies provide information requiring registration.
Umsnmsro information during the 21 days, enrolled subjection - the joint validity of other creditors of the company starts from work and from the registration. In other words, you can deposit retroactive effect from the registration day work. Hence,
For which Article 98 bankruptcy Ordinance [New Version] Only one date can come into account, and date of creation subjection. Date of this pledge is a bar - the parties are valid pledge and deal with third parties, provided that the information provided to the registrar lawfully within 21 days of creating a pledge. For this purpose the company fulfilled the requirement, since the information documents provided to the registrar at the time of subjection, and if the Registrar Nfka I wrote the pledge and removed the registry card the day after passage of 21 days (if one day it becomes subjection Agreement). Because the Company or other parties interested in the registry can not control the period between delivery of the documents - on their registration - by the Registrar, and to visit them the iniquity of the delay occurred in the registry.
.5 Indeed, sections 178 and - 179 Companies Ordinance [New Version] do not explicitly stipulate that the registration pledge, within 21 days of work, begins in effect towards third parties retroactively from the date of creation. The question is whether these provisions should not be interpreted as legislative harmony with Article 4 (3) law pledge and say, that pledge assets of a time gap exists between the parties deal with the attacker (with work) and the attacker against third parties (with registration). What else it means the mouth can be valid retroactively cause problems for creditors, who operated on the basis that the company's assets were clean registry from work, and consequently applied retroactively attacker might be evident that during the operation of these creditors were the company's assets are subject to Serfdom (although prevalence of these problems do not will be great for the short period set for registration).
However, if spread out the existence of two separate times, there is no way to explain the legislative requirement that a fixed period necessary to register the subjection and sanction in section 192
Companies Ordinance [New Version], that the failure to date of registration is an offense that carries a fine. Timing requirement such registration or any other improvement within a limited period are not law pledge. This is because such protected form of fixed short period is not required to third parties, since only from them to improve the pledge applies. And when it comes to society - regularity period is necessary only to protect creditors against retroactivity period is too long. Because an attacker is a pledge to creditors from his work, determining the time required for registration. Professor Weissman also believe that --
"... The beginning of the validity of the lien recorded on the Company's assets or the assets of cooperative society, or the patent, not with the registry, as was done by law pledge, but with editing the pledge agreement, provided that the registry within 21 days of editing the lien agreement. This arrangement comes from the provisions of special law applying to this issue, their preference over the general instruction section 4 (3) law pledge. " (Y. Weisman, "pledge Act 1967" means the laws of contracts (Institute for Legislative Research and Comparative Law Prof. Harry Sacher, G. Tedesco Editor, Tsl"h) 135).

Also Article 90 Patent Law, 1967, states that "work can be patent, has no effect against another creditor of the owner of the patent, liquidator or trustee in bankruptcy of a patent, unless the recorded book in twenty-one days from the date made. .. ".
Also have the option to register the pledge after a period of 21 days, under consideration - the opinion of the Registrar of Companies, highlights the fact that, if subjection recorded in the period, shall be effective from the creation. Section 191 Companies Ordinance [New Version] states that Registrar may also register to work late, if there is no registry to hurt the situation of creditors or shareholders and "the conditions are right to show them useful. England, which is compulsory to register subjection within 21 days, you can also set the subjection to register late, but due validity to the third parties will then listing date. Special law because it comes just as usual, Msnmsrim details subjection to register in time, the attacker starts with no registry, but with creativity. So says Pennington. R.r book Company509-508 (1990. 6 th ed, london) law: in
... The late delivery of Particulars of a charge Secures priority for the "charge as from the date when the Particulars are delivered, and not as From the date when the charge was created, which is the normal. 21Consequence of Particulars being delivered to the registrar within "days after the creation of the charge .6 In sum, when it comes to draft-age fixed assets of the Company (as opposed to Serfdom floating), only one date he determines: date of creation and subjection, and the date it must, therefore, be determinant for the applicability of Article 98 bankruptcy Ordinance [text New]. Since subjection created - by the bond before the date three months before filing the request decomposition, it did not take place the third condition in section 98 above. And because the conditions are cumulative, it is impossible to cancel the deal for the joint.
.7 The result is, therefore, that to accept the appeal. But claimed in court Kama joint, as mentioned, an alternative argument against the exercise of subjection - by undermine, and that applies to goods subjection unidentifiable, and therefore ongoing subjection and nonspecific.
In light of the court's determination that the subjection Cancel Kama under Article 98 bankruptcy Ordinance [New Version] to the joint, did not have to discuss the alternative contention of the joint. Since this question had been decided on - Kama Court, we can not decide it, is inevitable return of the case to court Kama discussion on this question. There is no warrant for expenses, Kama and the court will take into account the outcome of the appeal when he came to rule the imposition of costs in the ruling given.
Joseph edge things that do not ignore the fact that we appeal to her interpretation that can harm 5,129,371 on Tuesday, nothing pledge he will not be known until the registry, and should find that this legislation, the matching law pledge.

President M. Shamgar: N. I agree.

Judge J. Meltz: I agree on.

Decided such decision - Judge's Ruling Goldberg.

Given today, H. Tu úùð"à (23.1.91).