ADVOCATE ISRAEL

.1 Control Centers Ltd.
.2 Areas of building (1956) Ltd.
.3 Sea & Sun Beach Hutls Ltd.
vs
Husng  peak
Appeal counter

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
[25.8.94]
Before Justices D. Levin, A. Mazza, Charles A. Tal


Companies Ordinance [New Version], תשמ"ג 1983, NK 764, Sections 105 (a), 105 (b) - Contracts Law (General Part), 1973, Book of Laws 118, Sections 26, 27 (b). undermines 3 was interested to realize a real estate owned property. Respondent turned to writing undermines 1, construction and development company that owns the interest that undermines 3 is also the director of administration undermines 3 (both companies reside in a seasons for one telex and fax one of those phones, even the logo on paper Mctbihn one), and offered her three potential buyers for the property question. Director undermines 3 confirmed the offer and vowed to pay a mediation fee of 2% of transaction amount to ten million dollars and 1% above this amount. Eventually signed memory - things to sell property that undermines 2, which was one of those buyers offered - by the respondent. Undermines 2 did not seek the mediation services of the Respondent not specifically pledged Fees. However she used his services as an intermediary to other transactions. Danan case undermines 2 received detailed information on real estate property of the appellant responded to 3 and the Respondent's offer to call the matter through with the property owner but after a few months, when they told him that her hand all the information on this subject, that she takes care of him now that Llachsthlit - If you decide to treat him future - do so on its own. It turned out that a year earlier had an initial contact between undermining the sale of the property interest, but it dropped again and woke up only after the Respondent's activities. Memorandum of Understanding signed between undermining 2 and - 3 was determined that a significant portion of the area will be a combination deal and remaining part - contracting deal. Memory of things subject to approval of the boards of both parties. This certificate can be later, but later canceled the connection agreement. Undermining respondent refused to pay Fees, filed a lawsuit against them in district court. The court accepted the prosecution, must the respondent pay undermines 3% 2 set deal undermines 2 combination and pay him a finder's fee at a rate of 1% of the value of that deal. Brokerage fees in respect

Contracting deal were approximately - 1% of the value of the deal which charged that undermines 3 and - 0.5% than the one charged here that undermines .2 appeal opposing the appeal. The Supreme Court ruled: N.
A.. (1) Despite the fact that Article 105 (a) Companies Ordinance [New Version], תשמ"ג 1983, does not deal explicitly state where the action was not whom he knew and he had to know about the exceptional permission from someone who has taken legal action for a company, the determine appropriate action in that case will require the company to step to prevent abuse of the innocent have nothing dealing with companies using Mnalihm Hnhzim have authority (112 B - E).
(2) If Danan, Respondent knew or should have known was an internal decision of the appellant on the Rights of signature 3, a decision that is not enough that undermines 3 signed by the director to require the company, but also require the signing of another manager. It is unclear whether this decision was filed Registrar of Companies, but even so, in light of Section 105 (b) of the Ordinance, only that there was no evidence the Respondent knew about it. In addition, memory was signed - things to sell him real estate property, thus have seen confirmation that undermines manager's actions on 3 - by that undermines 3, hence she can not renounce its commitment to pay fees to the name (112 A, the - 113 A).
(3) If Danan, signed on 3 Director undermines undermines commitment as 1 but the name of the appellant 3 for. Therefore there is no reason against undermines 1, operated Cslohth 3 of the appellant only, and cancel the charges brokerage fees (111 and, 113 on).
At. (1) Suspension means that the very conditions of entry into force of the contract depends on the existence or non - existence of the condition. However, if the condition does not take place When the going, the contract retroactive idling (114 A).
(2) Suspension Agreement is contingent on agreement terms for everything, that is, it creates a legal reality and he is entitled to a new temporary - until the date set for the condition - all protections against violation usually given to an agreement (section 27 (c) Contracts Law (General Part), 1973), and all this to turn out if conditions rack or not (114 a - b).
(3) Terms of hanging the very validity of the Memorandum of Understanding with the approval of the boards of both sides, means the absence of such a double confirmation - a memory of things did not go into effect at all (114 b).
(4) If Danan, the rack was not the validity conditions of the agreement with the consent of third parties. In this case rests with the contract required at the end - note that frustrate the contract on - by eliminating the consent of that third party. If Danan is on probation with a rack of thing themselves, since the Board Executive is the organ of the company. Agreement duly signed by the - by those authorized to do so, but the owner is saved without any reservation and without obligation explanation option to approve or not approve the agreement (114 c - d).
(5) If Danan, not only approved the Memorandum of Understanding - by the boards of undermining 2 and - 3 and tied a binding agreement for all purposes, but also undermines 2 has acted as a binding agreement and invested her money in the planning area, and wrote a warning on the area benefit (115 a - b).

C. (1) Fees only mediator wins deal Csnksra enforcement, we would, after it became clear that the agreement is valid. Cshmtbrr retroactive deal not tied at all, there is liability Realty (114 b).
(2) broker has been hired, bringing the parties into a binding agreement. The fact that the parties did not realized the agreement or not maintain it does not negate the broker his fee, unless another was conditional. The fact that a final contract was signed following a memory of things not to change (116 A).
(3) If Danan, detailed things with memory attaches a contract enforceable. Unfinished details, such as technical lists, can be acceptance by the rules and instructions set forth in Annex body memory thing. Memory of things constituted a binding agreement until the agreement revoked - by the parties thereto, and - on - the memory of things that the parties agreed dressed the lack of clothing Maikra valid, respondent is entitled to brokerage fees (115 M, 115 c - d).
D.. (1) (following RA 628/83 [7]) should not be interpreted in the right of a broker to get paid two callers that casts the customer is required to make its own initiative the refusal to accept the mediator services, once he learned that he who turns to him mediator otherwise considered a reaction receptacle proposed mediator (117 A).
(2) If Danan, mediated the respondent was the cause of undermining effective call (118 C).
The. (1) brokerage fees were large transactions in 1986 were accepted at a rate of 1%
(119 c - d).
(2) If Danan, albeit seemingly eligible respondent was given the commitment that undermines Manager 3, brokerage fees at the rate of 2% of the value of contracting deal, but according to what kept the memory 3 itself undermines the option to build its own space contracting. Had undermines 3 decides in advance to build itself, we would grow plea was not contracting at all, Respondent would not have fees to the garden. On the other hand, option 2 will deal undermines contracting is a valid agreement tied mediated by the Respondent, he is entitled Fees. As noted above it is doubtful whether contracting deal was materialized, lawfully stopped respondent Fees at a rate of about half of what was coming if this deal was certain Contracting (120 a - d).

Rulings - Dean of the Supreme Court mentioned: and
[1] AE 474/80 Gruber N. Tel - Joseph, a group of workers Settlement Cooperative, Ltd., PD her (4) .45
[2] AE 69/84 Schaffer v. T. Beaver et al, PD m (2) .645
[3] Ra"a 650/86 Protection Ltd. v. Nmda Ltd., PD m (4) .369
[4] AE 107/86, 113 resistant N. Ballas et al; bequest the late Elijah Yitzhaki late v. Hsin, PD Mb (1) .517
[5] AE 294/87 Romano v. Development Authority, PD Ib 1.979
[6] AE 133/89 blue Coast Development Company (Tel - Aviv - Herzliya) Ltd. v. Director of land betterment tax, Netanya, PD SE (5) .689

[7] RA 628/83 Dalia Tel - Aviv Ltd. v. Shapiro, PD wet (3) .462
[8] AE 74/89 immune, a company holding assets Ltd. v. Shapiro, PD Moe (1) .845
[9] AE 150/57 Alalof N. M.. Bogofolsky Co. et al, and - an appeal against me, PD Ib .313
[10] AE 294/82 Kfmn - Asraf Engineers Contractors Ltd. v. Lerman, PD Lett (2) .457
[11] AE 2144/91 Moskowitz v. estate of the late director Tuvia Bir late undermining counter, PD marrow (3) .116
Mentioned sources of Jewish law: F
[A] Kiddushin, Sg, A..
[B] Shulchan, Ah"a, damp, H..
[C] FAQ Sha'ar Efraim, Ken.
Notes: B
See eligibility Fees AE 342/89 c. M ridges Ltd. v. F. Gropper et al, PD Mo (2) .724
Appeal appeal opposing the ruling - Dino District Court of Tel - Aviv - Jaffa (Vice President Y. Giladi) from 6.91. 2 Tel-Aviv 2135/87. The appeal of the appellant 1 was received.

Appeal of the appellant 2 - 3 counter-appeal were rejected.
Y. Miron - as undermining (respondents opposing the appeal);
A. Milstein, Y. Bressler - named respondent (the appellant on appeal and counter).

Stopped - Dean
Judge Charles E. Phone: prosecutor and court Kama (respondent opposing the appellant before us) real estate deals brokered big deals. Kama Court found the prosecutor Real estate deal effectively tied among undermines 3 (hereinafter - Sea & Sun) and undermines 2 (hereinafter - regions) accordingly ruled the prosecutor to win different amounts Fees.
Undermining claim that respondent is mainly brought to the meeting of Sea & Sun regions, put them not tied to a deal requires matured and come respondent nothing. Services also argued the appeal of the respondent was not asked for - by regions, and were asked about - By Sea & Sun - Request aborted respondent is required to stop the services. Both defendants claim against the respondent ceased sums.
On appeal, respondent argues that opposing entitled Fees higher Msnfsko him.
2 C. & Sun was a square approximately Property - 30 acres at the Mandarin Hotel and was interested to realize. Regions adjacent land development deal. Respondent turned in (Z / 6) to Mordechai Zisser (hereinafter - Zisser), administration of CM & Sun, offered him in writing three potential buyers. Among other things written on - A / 6: F
"At this stage the candidate to acquire the plot is the American Embassy. Simultaneously

I suggested that the smooth regions Ltd company and suggested a combination deal the company Skating Italiano Interstate ... " Zisser wrote handwritten signature on the offer A / 6 as follows: In
"I hereby confirm that in so far dealt with and Manufacture
1 American Embassy in Israel
Or
.2 Areas Company
Or
.3 Above Italian company
If the transaction amount will be up to - $ 10 million, will be paid 2% commission of all sums over $ 10 million will get you a processing fee of 1% only.
(-) ". There is thus an explicit commitment fee mediation.
Zisser name who wrote these things? A proposal / 6 of the respondent addressed to the Central Control Company Ltd by Mr Ram Caspi attorney. Company Ltd. is a central control undermines 1 (hereinafter - the central control). The proposal is designed to the attention of editor - Ram Caspi law trustee, as respondent feared that reveal the potential buyers will Zisser him before his commitment of Fees Zisser, Zisser could bypass the Respondent . After the editor - a financial attorney refused to be involved, the Respondent returned with the proposal to Zisser himself, who wrote down what he had taken on the proposal.
One of the arguments on appeal is that the proposal referred to a central control, Zisser's commitment to its name, does not require the CM & Sun. However, the court determined Kama control centers is construction and development company that owns the interest in B & Sun Zisser is also her manager and the CM & Sun and "The man actually determining decide these companies. Both companies reside for one, one telex and fax seasons one, and those phones, even the logo on paper Mctbihn - one, Zisser manages both. Kama Court ruled that prescribed Zisser Note for the Record on Z / 6 is operated with the approval of both companies together. The court also ruled that Kama --
"Zisser explained control centers prosecutor called the defendant operates 3 (CM & Sun) and indeed the factual situation."
Exceeding these two determinations of the Court Kamma that Zisser signed commitments on - A / 6 as a central control but the name of CM & Sun for her. This assertion is well anchored in facts. Sea & Sun was a territory. Central control, as a construction and development that her Ainrs B & Sun, acted as CM & Sun, both by Zisser.
It should be noted that the conclusion the court Kamma, in "facts", says coming - the defendants power (section 2.2) and

"Founded in 1983, a central control company (defendant No. 1) and - at the request of CM & Sun Company (defendant No. 3), which was the subject of discussion with the ground, began to handle the management of central control over the project" (emphasis mine - Charles E. T. ).
There's a party admission, control centers had worked for CM & Sun, of this request. Who claim to charge these companies require a signature of another director, even here Justice Court Kamma, Zisser's signature required by Section 105 (a) Companies Ordinance [New Version], תשמ"ג - .1983 of this section states that --
"Legal action made for a company without authorization from or exception from the privilege, the side whom became known or should have known was the exception, it has no effect against the Company unless approved ...".
This section does not expressly state the opposite, when the action was not whom he knew and he had to know about the exception. Does not sound out of both, and the action that exceeds this case will require the company? Scholars of their paper, Professor Gross and - Y. L. Cohen, "Exception Permit Amendment Ordinance in light of Companies Amendment No. 17), 1981" notional sentence Y. (Tel-Aviv, - from) 589 , 596-597), expressed the opinion that there are not all learn. Maude is the Israeli legislature that the legal consequences of both are exactly the opposite Leo, then he shortens his tongue and says only one aspect, other aspects of sound implied. Only when the results are not exactly legal contrary, the legislature has trouble making those the party and the party or not.
Even in his book company directors and officers (Israel Institute of Business Research, 1989) Tel Aviv - in cooperation with publishing written) 351 expresses Professor Gross this opinion.
It seems to me that to adopt the opinion of Professor Gross not only taste but also to lock the door against the abuse of innocent dealing with anything with companies using Mnalihn Hnhzim have authority.
Danan in court Kama Respondent knew or should have known was an internal decision on the Rights of the Company's signature, so no CM & Sun may shake the Zisser's signature. I'm not sure if the decision regarding the need for signatures two executives filed Registrar of Companies. But even so, determined in Section 105 (b) an order that --
"Serving the registrar of the memo and other documents the company submitted to the registrar registration by the Registrar, which is not only evidence of knowledge of contents for the purposes of subsection (a)".
To wit, even the decision was filed Registrar of Companies, is not only no evidence that Respondent knew about it.
Interest Hnhzit authority, see more: AE 474/80 N. Gruber N. Tel - Joseph, a group of workers
תרגם מ:       
תרגם ל:   

תרגום מעברית לאנגליתהצג סקריפט אנגלי
Settlement Cooperative, Ltd. [1] p. 54-55; AE 69/84 Schaffer v. T. Beaver et al [2].
It should be noted that ultimately was signed memory - things between CM & Sun and areas about which area businesses sell Zisser by respondent, and thus should be considered ratification of actions of Zisser - by CM & Sun. The conclusion is that C & Sun may shake the commitment Zisser name brokerage fees payment.
3 Another question is whether the justice court Kama also requires central control and brokerage fees.
Kama Court stating control centers operated as director of the project called Sea & Sun for her, I can not see because of some reason to have central control, but not acted mission of CM & Sun. Since Slshitti Kama Court justice requires the CM & Sun brokerage fees, as Shiboar below, seem to have to accept the appeal of a central control and cancel the other's positive Fees.
.4 There is no disagreement that was signed on 19.2.87 memory - things (P / 1) between CM & Sun and regions (called memory things - the contractor). This is the most detailed document with appendices. Article 19 which states: on
"The Parties undertake to sign a detailed contract that wind along the lines of protocol agreed between the Association of the Parties to the protocol, then it will be considered a binding contract for all purposes.

Article 22 Memorandum of Understanding states: and
"Record this conversation and agreement which is subject to the approval of the boards of both parties. ...".
A detailed contract is not signed. The question is whether things on memory bliss - by the boards of both companies. Kama Court ruling says - Dino (p. 14): N.
"No confirmation was received that share the boards of the defendants."
No - the - the - yes, if that Court's Kama not received confirmation the boards of the defendants, still got billed Fees. How? Agreement depends on a rack
- Also an agreement for all purposes. Hence, even if it was up to the memory condition (permit boards of both companies), it being a binding agreement, is already credited with the middleman brokerage fees.
Although my mind rejected the offer Arorihn of Sea & Sun regions, I can not agree on grounds of taste Court Kamma.
If not received approval of the boards - then the conclusion is that memory is not what came into effect at all. Section 7 (b) Contracts Law (General Part), 1973, states: on

"Jose was charged with the consent of a third person ... strong accepting the terms of the agreement ... is a rack.
Suspension means that the very conditions of entry into force of the contract depends on the existence or non - existence of the condition. "... But if you do not take place When the going condition, idling retroactive contract ..." (RA 650/86 Protection Ltd. v. Nmda Ltd [3], p. 370). Although conditional agreement provided that suspension is an agreement to everything, that is, it creates a legal reality and he is entitled to a new temporary - until the date set for the condition - all protections against violation usually given to an agreement (section 27 (c) Contracts Law (General part)), and all this to turn out if conditions rack or not. But Fees mediator wins deal only Csnksra enforcement, namely, after it became clear agreement is valid. Cshmtbrr retroactive deal not tied at all, there is liability mediation. Terms of hanging the very validity of the Memorandum of Understanding with the approval of the boards of both sides, means the absence of such a double confirmation - a memory of things did not go into effect at all (It was like , temple woman "to want Daddy." wanted Father, hallowed retroactively. did not want the father - is not sacred at all and should not divorce (Kiddushin Sg, a [A]: and n., Ah"a, damp, H [B ]). But Actually, it was not rack the validity conditions of the agreement with the consent of a third party, but it's with themselves, because the boards are both organ Executive of the company. It was like, Editor - Dean seal an agreement to sell the property of his client, attorney valid - valid power, but makes the validity of the agreement his client's explicit consent. agreement duly signed on - by a person authorized to do so, but there is an option to save the owner to approve or not approve the agreement. This option is a no reservation and does not have to explain his decision. it was about hanging validity of the agreement with the consent of another person. then rests with the owners at the end of the contract required - note that frustrate the contract on - by preventing the consent of another person. which is not here, every company kept its board of directors (ie, F itself) the right to consider whether to approve or not approve the agreement. the absence of such approval, the agreement was apparently not associated retroactive.
All this if, indeed, as the court Kamma, no confirmation was received this memory boards. However, I realized why no court Kamma, when a proven track record of documents submitted, the boards of both companies approved also approved the Memorandum of Understanding.
Editor's letter - Dean J. Miron into areas dated 24.2.87 (within the time stipulated in Article 22 Memorandum of Understanding) is pleased to announce "areas that the Board of CM & Sun confirmed the memory of things, but subject to three matters.
Much has been written appeal that the certificate of the Board was contingent on three "matters" and therefore not tied deal requires. But just come - power Respondent three "things" also filled his memory of things. So the lawyer answered her letter to the CM areas

& Sun dated 2.3.87, which she announces that the Board approved the areas of memory it "word for word". She also notes that the three things which was conditional approval of the Board of Sea & Sun - regulated body memory thing, and approval boards also apply in any case these matters. In other words, all three agreed areas "things" and noted that they agreed to more things in memory.
All the above is clear, and Memorandum of Understanding approved - by the boards of both parties and attached a binding agreement for all purposes. And no more, but also areas that acted as a binding agreement in hand, and has invested a lot of money, more than -000, 200 NIS, planning area, and wrote a warning on an area benefit.
It is true that later there were differences between CM & Sun and regions, reflected in letters exchanged between them. Sea & Sun requested changes from the agreed due to considerations of expediency deal, and clung to that memory of what was supposedly hip. Areas contrast insisted Memorandum of Understanding was approved and requires that she would not move him. Sea & Sun Hmrtzt access - Opening District Court in Tel - Aviv - Jaffa (the "20/88) appealed a statement that the memory of things never entered into force. In the end a compromise was reached between CM & Sun regions cancel connection. Compromise agreement agree regions, in contrast to its positions before that: in
"Memory of things never entered attacked and is of no validity and therefore did not cut any agreement between the parties".
However, Sea & Sun guarantee to respond to areas its investments for more than a little about 000, 200 NIS.
We can assume that in retrospect, Msbotlh deal, Chelsea & Sun were good reasons for regions to agree that the memory of things never went into effect (such as shutter before the event claim no brokerage fees), but this agreement does not require the respondent.
It should be noted that the Responsa literature, we found a similar ruling regarding brokerage fees. Responsa Sha'ar Efraim, Ken [c] was asked about a pimp boyfriend brokered transactions except that the parties "bargained forgave each other," ie, renounced the deal. Rabbi Ephraim ruled priest: and
"It seems Dadin with the pimp. Having finished all action and no action left him. Damkh over property because no Henny (not useful) Mhiltm what (power) to forgive debt to the pimp" (as quoted in Dr. S. Warhaftig, laws mediator in Jewish Law (Harry Fischel Institute, Tshm"o) 39 - 40 more examples there).
On - the correct determination of the Court Kamma, memory what constituted a binding agreement until the agreement revoked - by the parties thereto, although the parties to memory the things they dressed the consent of the lack of validity dress Maikra, respondent was convicted Fees.

"She went to a verse, a mediator has been hired, bringing the parties into a binding agreement. The fact that the parties did not realized the agreement or did not have it, does not negate the broker fee, but if another was conditional ..." (AE 107/86, 113 resistant N. Las et al; bequest the late Elijah Yitzhaki late v. immune [4], p. 521 margin in front of a sign).
The fact that a final contract was signed following a memory of things not to change.
See, for example, AE 294/87 Romano v. Development Authority [5]. Broker brought a buyer Development Authority signed the purchase agreement stated that examined the conditions for sale. It said having the buyer sign a contract with the Development Authority. Contract was not signed the deal did not carried out.'s claim was rejected Fees mediator, but a house - a sentence that he received the appeal requires the Development Authority Fees.
The test is whether after mediation enforceable agreement binds (see J. Tedesco, "Jose Slvicoao third-party consent is required Fees" attorney heart (Tsl"h - The Very Good) 296). Danan case, detailed things with memory attaches a contract enforceable. Unfinished details, such as technical lists, can be acceptance by the rules and instructions set forth in Annex body memory thing (see Appendix B Memorandum of Understanding, under the heading "planning"). Details regarding the completion of a real estate agreement, see also AE 133/89 blue Coast Development Company (Tel - Aviv ¬ Herzliya) Ltd. v. Director of land betterment tax, Netanya [6].
.5 CM & Sun contends that the Respondent discharged, canceled his mandate gave up his services. Remember, one respondent suggested potential buyers would Embassy of the United - States and Israel. When the respondent was a good reason to suspect Zisser latter seeks to bypass him and go talk to the embassy directly and not by respondent, respondent hurried ahead to submit his proposal to the Embassy. That came out of Zisser Ktzfo he gave up the services of the respondent.
But at the same time the Respondent offered the deal even regions, effective proposal would cause to call, and Ktzfo Zisser of the act at the embassy can deprive respondent his salary due to him in a deal tied with regions.
.6 Arising from the said interest charges of Sea & Sun: F
Zisser committed against respondent Fees. He did so as director of central control for CM & Sun.
Respondent's mediation led enforcement to tie a deal between Sun and Sea & regions.

Respondent is entitled Fees.
.7 Which areas, areas not sought the mediation services of the Respondent and undertook
Fees explicitly. Determining liability of the party who called the deal with another party through an intermediary of the other side is not always sharp - edged. About another President Shamgar ruled that: In
"... The right to receive salaries from both callers still does not mean that as soon as the customer intended, that whoever turns to him is supposed to broker then must make its own initiative the refusal to accept his services. Is supposed to learn from these rulings that the proposal is a response also alleged a receptacle, while not explicitly excluded receptacle "(Daliah RA 628/83 Tel - Aviv Ltd. v. Shapira [7], p. 467).
AE 74/89 immune, a company holding assets Ltd. v. Shapira [8] Cheshin said, on page 848 that: and
"More complex than is the case, in which broker is facing a major client in terms of law ... (bid receptacle, etc.) there is no difference between this case and the type of the first cases, but in terms of the laws of evidence may imposed a heavy burden on the broker than to prove that binds between Real Customer Agreement on the wage issue.
So what the court concluded that the positive Kama regions Fees? Respondent was not an unknown figure areas. Areas not already used his services as an intermediary in paying several transactions (see A / 1 interest areas sought land to sell in Ashdod, and A / 4 and - Z / 14 issue of land in Kiryat Ata and shops in Tel - Aviv). And here comes the Respondent offered to anyone charged with such areas, land director, Mr. Luz, Ogden (A / 9) with "full details" including maps of the area. On the first page - A / 9, marked A / 9 (a)
- Ended with the words "can be Batzoti (ie, through me - Charles A. T.) to deal with you based on the combination normal conditions". Mr. Luz did not reply or not they are not but neither respondent returned the material. After several months Mr. Luz turns the offer to him in a senior, Mr. Fischler, Inputs (N / 3) He asks Mr. Fischler "Do you want deep tests coming?" Fischler, according to court and talk to Luz, blues ordered respondent to return the offer and inform him that the offer had already been offered in the past - by others. Expression that can be written only two months later, when writing to the respondent Luz (Z / 15):
"Thank you for your offer of land project discussed, but we have all the information on this subject. We do not care about today - and if the copy of any treatment and decide on the future, we make ourselves. Therefore, we can not accept your bid on".
This letter issue date .19.11.85 Kama Court states as fact, that the statement that treats the subject areas - was not correct, because at that time itself had negotiations take place between regions and Zisser. According to Fischler himself, the court says Kama, Zisser month relationship with "around October-November 1986. While it is true that Scsna met before one

The engineers of central control, Mr nearby, with Mr Fischler Center District Manager at Regions, about the land area in question. But Mr Fischler had decided then that in regions of interest "in light of very early stages of planning area and probably also because of budgetary problems" (p. 3 decision - Dean Kama). Difference that in undertaking this memory F / 1 Tb"a already existed for the area, as it declares in the introduction memory CM & Sun --
"... That the District Planning and Construction Committee Tel - Aviv confirmed the plan Benin Cities No. 1700 in the Photo Meretz Appendix A (hereinafter Program).
Although the plan has not yet approved a final then unposted records but the connection was based on approval of the regional committee.
Was first introduced between the familiar and the buyer was not a year ago by the respondent - and the matter was dropped. Only when the respondent had returned to their associated contact eventually signing Memorandum of Understanding F / 1
Under these circumstances, Justice Court Kama mediated by the respondent was the cause of effective call.
AE 150/57 Alalof N. M.. Bogofolsky Co. et al Appeal against me [9], presented the decision - the Court's Ruling Kamma, given the address of the person who wanted to rent an apartment, Malalof (appellant there). At that time Mian an apartment to rent. later returned and received her apartment address another broker, this time completed the lease deal. home - it confirmed the court ruling - Dino District Court, because the second mediator is brought into contact and is entitled Fees. The same holds for our case. Although The two sides met earlier and more honest, but was not interested in areas of interest was abandoned, until he came Respondent was the cause of effective call. areas knew respondent is a professional mediator, and - on - though she tried to shake him under false pretenses as if not interested, then held at that very hour contacts with the Sea & Sun - the proposal of the respondent. Respondent's suggestion that led eventually to call. for this Court justice ruled that the Kama regions must Fees.

Which amounts must court Kamma.
Kama Court appointed assessor the value of any deal, as of the signing of the Memorandum of Understanding, which valued the entire area at -000,000, 11 dollars. Land area was about 30

Acres.
Combination deal between the parties applies to 875, 19 sq.m., for about the rest of the land, 125, 10 sq.m., has already called Sea & Sun before various option agreements for sale. So it was agreed that memory (Section 3.2 in) Chelsea & Sun reserve the option to sell her own balance in this area which case not all areas will be part of the sales receipts, ie, in this case will deal on the 875, only 19 sq. m. of land.
הצג סקריפט אנגלי
The combination deal value calculated according to court Kama percent of the value of land transferred to regions, and by planets AE 294/82 Kfmn - Asaf Engineers Contractors Ltd. v. Lerman [10]. And since the deal moved combination of 56% -875, 19 sq.m., must court the Sea & Sun in -% 2 (depending on commitment Zisser - Z / 6) from the value of those 56%, while the areas by one percent only.
Contractor's plea that the balance of 125,10, here too the court must CM Fees & Sun, but a reduced rate of 1%, and the areas in -% 1 / 2 only.
Both sides questioned about it. Sea & Sun and regions claim that we bill at all brokerage fees, the Respondent claims to counter the appeal on both sides is entitled to full 2% on contracting deal.
At first whether the mediation between the landowner and contractor fees to come at all. No need to discuss this general aspect, namely, whether such practice has been proved, for this particular case A document detailing Respondent / 6, three possible types of transactions that will offer potential buyers, including contracting deal. Zisser commitment on A / 6 did not disapprove it, and committed a fee of 2% to a value of $ 10 million.
Which areas, in the recent past the respondent was asked - by regions mediate a contracting business (letter dated 23.9.85 mediator areas about a deal in Ashdod A / 1). Means acceptable to the areas where such mediation fees to be paid. Charged areas that rate, the court accepted the evidence Kama defense that large deals (in the absence of specific agreement) brokerage fees were accepted in 1986 were 1% rate should be noted that these days just be at home - this sentence stopped - Dean AE 2144/91 Moskowitz v. Director of the Estate of the late Tuvia Bir late undermining counter [10], where determined, on page 131, that --
"...' By common practice the same kind of contracts (Article 26 contracts last part of the law (general part) - Charles A. T.')... formed over time, ... practice of one percent to pay fees to broker a place where the subject mediation is an asset of great value.

Below:
"You can determine that the rate of one percent of large deals is a common market. This determination is based on a ruling that as presented above. It is based on logic. It is based on knowledge about the judicial very steep rise in real estate prices in recent decades, determining rate of brokerage fees in relation to real estate value (there).
Therefore, no longer need to go in the alternative, also mentioned the ruling in question, which is proof of such transactions should pay, the - by the evidence in each case, but you can rely on the drive. Hence he accepted the defense evidence regarding the rate brokerage fee, because the court had also Kama newly formulated theory.

Hence, there is no place Ltroniit areas of Fees Charged combination deal at all and Ltroniit respondent opposing the appeal, which won only at a rate of .1%
Which deal contracting, the court must Kamma which, as noted, the CM & Sun at a rate of 1% and the regions at a rate of only half a percent.
Ostensibly, the right respondent opposing the appeal, CM & Sun also have to pay him for contracting deal according to the 2% - Z / 6, since the value of both deals together, combination contractors, not exceeding 10 million. Kama court simply interpreted the taste, not because what the respondent earned contracting deal only one percent of taxes & Sun half percentage areas. But what the court can just learn things out of memory F / 1 according to what kept her memory CM & Sun itself an option to build its own space contracting. If CM & Sun was decided in advance to build itself, we would grow plea was not contracting at all, the whole deal was only reduced transaction combination. In this case Respondent has not been Fees on contracting.
On the other hand, the option will deal contracting areas is tied valid agreement mediated by the Respondent, he is entitled Fees. But because option will throw doubt no doubt deal will throw Contracting, said the court correctly Kama brokerage fee rate stood at half of what was coming if there was a certain contracting deal. Respondent was certain a deal is on -% 2 & Sun taxes on - the A / 6) and -% 1 regions (the - the practice of large deals). Now, according to memory things equal chances of the deal - won half the respondent.
Light of the above seem to have rejected the appeal and counter appeal regarding areas of Chelsea & Sun. The appeal of central control, as stated above I was getting cancels the charge. Main appeal more weight, so I had to the undermining and 2 - 3 expenses and wages - only 000 bothered to respondent, 15 NIS, and the respondent was required to pay the total control centers 000, 5 shekels.

Judge D. Levine: I agree.
Justice A. Find: I agree.

Decided such decision - Judge's Ruling Tel.


Given today, YH Elul Tsn"d (25.8.94).