ADVOCATE ISRAEL

1 Ita Huberman
2 Ehud Huberman
3 Diamond Manasseh son of Joseph Ltd
4 diamond Jacob ben Yitzhak Ltd.
vs
1 Mr. Ltd
2 Joshua Orboc

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 a civil appeals court
[1.10.92]
Before Justices D. Levine, G. You, A. Find

Income Tax Ordinance [New Version], NK 120, Section 95 - Law of ruling interest and linkage, 1961, Book of Laws 192 - Law of Contracts (Remedies for Breach of Contract)
, Tsl"a 1970, Book of Laws 16, Sections 9, 14 (a) - Contracts Law (General Part), 1973, Book of Laws 118, Section .25
1 respondent violated undermine contract, which promised to build on land undermine the framework of a combination deal, according to the conditions set forth in the contract between the parties.
To obtain funding to complete the project was part of land owned by a company controlled by undermine free of charge. The goal was to win transfer of the approved enterprise status due to loans and enjoy comfortable. Near the end of period of limitation 1st respondent filed a lawsuit against undermine undermine the restoration of funds paid by cancellation of the contract. Undermine counter-claim filed for compensation for damages they have incurred due to violation. The District Court rejected the claims of partly undermine the claims received respondent .1 Hence the appeal, the questions revolved around whether the transfer of rights in real estate company includes the right to undermine compensation for breach of contract; 1 if the respondent is entitled to return the amounts paid undermine, if undermine entitled to compensation for breach of contract if pro undermine the duty to reduce the damage.

The Supreme Court ruled: N.
A.. (1) the corporation is a company and its shareholders stretched screen, separates the legal personality of the corporation and the separate legal personality inherent shareholder, no mixing between them (361 a - b).
(2) claim that she touches foundations corporation shall be the corporation, a separate legal personality, a law that action and shareholders, and the same when they claim elements directly to shareholders (361 in).
(3) the screen is so hermetic, are dim areas around which the corporation and the shareholders are mixed, formed occasionally necessary, for justice and placing the record straight, to peer through the screen and pick one degree or another the screen separator (361 C).
(4) No act this way on a routine, because if it is done, will be undermined fundamental elements of the theory of separate legal personality of the corporation as such (361 c - d).
(5) legal structure is a decisive influence on national and international economic processes. Hence great care be taken with respect the separate legal personality of the corporation avoidance Mlfgom it when that inevitable (361 d).
(6) However, there may be due to preventing injustices as a result of abuse or inappropriate activation of the separate legal personality (361 d - e).
At. (1) There is broad Curtain comprehensive, and in fact total, and she brings to that fact canceled the separation between the corporation's legal personality and the personality of the shareholders (361 F).
(2) This result will be far reaching, for example, if it becomes fact that the separate legal entity the corporation is artificial, and the whole world did not come but to break through the exhaust hit shareholders illegal way others rescue them for fear of personal Shiitbo trial (361 g).
(3) There Curtain is incomplete, false, narrowed to specific law issues, common, relevant and practical, standing on either side of the screen - the corporation and the shareholders. In these cases end in lifting the screen and the need to do so are peering through the screen of those specific fields to examine how a connection between Bell Eintk shareholders and society. In this case, each separate legal entities continues to exist and stand on its own for everything, but not necessarily any matter (362 A).
(4) Curtain purpose to prevent misuse separate legal personality of the company to implement an objective desired kosher shareholder. Curtain directed against such shareholders who sought to exploit the theory of separate legal personality of the corporation's purpose is not kosher, such as generating benefits for themselves by way of fraud, as they seek to hide behind a partition screen to be saved because of their claim of damaged or "tribe wrath of the law (362 C - d).
(5) Curtain is also designed to allow the courts to guard the rule of law and protect the public interest because it acts that harm or Bmigzrim which, come to cover the screen that separates them (362 d - e).
(6) Curtain has required, even partially, to protect the rights of the shareholder - in his favor was done rather than against it. Example, statutory Curtain, which aimed to put reality on the matters referred to in favor of shareholders, such as Article 95 of the Income Tax Ordinance [New Version], all resulting, among other issues of taxes (the 362 - F).
(7) The same is true when a third party, is not part of a corporation unrelated to him, asking to be built from the same screen buffer for his own good and deprivation of shareholders (362 F).
(8) when it comes to a small family company, which over the legal veneer covering it can be seen that it is managed like a private business partnership, the court will find a liberal show of openness and access to the screen (366 a - b).
C. (1) to undermine their claim will be, they must prove that they caused actual harm after breach of contract (366 b).
(2) the purpose of compensation for damage resulting from breach of contract is to put the injured party material which would stand in lines if the contract had it not been foiled due to the violation transaction (366 C).
D.. Degree of Appeals did not discuss the grounds uploaded her first memory rank did not come first. All the more so when it comes to new grounds, contrary to what claimed by the same opponent in the first degree (369 C).
The. (1) relief granted recoverable value Sntbtl next contract, pursuant to Article 9 Contracts Law (Remedies for Breach of Contract), Tsl"a 1970, foundations view that prevent enrichment illegally by a third even if the contract was canceled because of the predicted violator, who until that point had paid money or put resources in favor of the conducts (369 d - e).
(2) right side maintains, damaged due to breach of contract, to receive full compensation
Damages does not negate from violating the right recoverable value, but if the violator damages if averted damage is significant, the amount allegedly Itkzz must be answered against the amount of compensation will undertake them violates completely or partially (the 369 - F).
(3) even accepted the claim, the right granted in Section 9 recoverable value contracts law (drugs
For Breach of Contract) is essentially Disfozitibit condition it can be alleged, even then Hhtnah must be clear and unequivocal (369 M - 370 A).
And. (1) Section 14 (a) Contracts Law (Remedies for breach of contract) imposes on the victim
Need to take reasonable steps to reduce damage, it's the time he learned of breach of contract or the time nearly a (373 d).
(2) reasonable means tested according to the circumstances of each case (the 373).
(3) of the respondents (violate) burden to prove, that were before undermine Options
Commercial, attesting to their ability to reduce the damage (373 g).

Judgments of the Supreme Court mentioned: in
[1] AE 5320/90 AZ Baranowicz Properties leasing Ltd. v. Securities Authority

PD Mo (2) .818
[2] AE 645/78 Tishaoar v. Melman, PD Led (1) .375
[3] AE 213/79 Claire v. Director of inheritance tax, PD her (3) .696
[4] HCJ 397/67 A. Bergheim v. Chairman of execution, Tel - Aviv - Jaffa et al,

PD captain (1) .533
[5] AE 398/79 Mengel v. State of Israel, PD him (1) .432
[6] AE 195/85 Union Bank of Israel Ltd. v. Soraki et al, PD Mb (4) .811

Judgments of the District Courts mentioned: and
[8] Studies (Tel Aviv) 737/89 AZ Baranowicz Properties leasing Ltd. v. Israel Securities Authority,
SP תשנ"א (2) .89

American judgments mentioned: N.
. (1981) 1081D. 2N. E 425crum v. Krol [9]
. (1937) 364D. 2P 67citizens state bank of long beach v. Gentry [10]


Notes: B
Raising the total see and AE 543/89, 422/89 Ra"a company issuing encyclopedias Ltd.

V. Bank Leumi

Ltd., PD what (1) 529; Charles Cohen, "In principle fissures separate legal personality of the company - favoring the economic realities legal principle" theoretical statement H. (Tshm"a - MB) 402; A. 'Frooktzih, "Financing min, Curtain and limitation of liability law firms' notional trial and (Tsl"h - The Very Good) 526; Peeping from behind, s. Ottolenghi; 338 (1990) Mod.l. rev 53" the corporate Veil, to Ignorint it completely
: N. Corporae piercing the Veil "., R.b.thompson
1036 (91-1990). Cornell l. Rev. 76, "an Empirical study

Appeal the verdict of the District Court in Tel Aviv-Yafo (Judge A stone lion) dated 29.7.90 Tel Aviv 2555/83. The appeal was accepted in part. Briefcase was returned to District Court for further proceedings.

Q Toussia Cohen - named undermine;
D. Boehm - named respondent.


Stopped - Dean

Judge D. Levine: .1 us on appeal the verdict of the Tel Aviv District Court Fu, which was adopted partially Tel's claim Mr Ltd. (hereinafter - the respondent) rejected their demand for cross-examination of undermine us.

.2 Facts need for our purposes are as follows: and

A. 5129371. B - 10.10.75 cut contract (A / 1) between Ita Huberman, Ehud Huberman, diamond Manasseh son of Joseph Ltd diamond Jacob ben Isaac, Ltd. (hereinafter - undermine) and industrial buildings Palmer Company Ltd, later changed its name to Tel Mr. Ltd. (hereinafter - the respondent). Mr. Joshua Orboc, administration (hereinafter - the Respondent 2) Arab Company Tel personal commitments to undermine Mr. Ltd. in this connection. N.
At. Contract A / 1 agreed on a combination deal, pledged to undermine her mouth to make available to the respondent land parcel post implementation plan will build on two industrial buildings. In
The building is the first of two one-story industrial building in an area of 077, 1 sq., respondent undertook to complete it within one year from the date the beginning of work to make available to undermine. And
The second building is also an industrial, was supposed to be extensive. Respondent undertook to complete it within two years from the date beginning the work, and to bring some part of him agreed Authority

Undermine, when the rest of the building will be the power of ownership. N.
Another respondent undertook to pay undermine the sum of 000, 400 pounds (000, 75 pounds of which were obtained by undermine the status of the contract is signed). In
Which undermine the division of ownership agreed to remain 27% owner of all land (including building rights), to be built by the respondent. On the other hand you get the respondent owns 73% of the land subject combination deal, including the rights of the approved construction land in question, the relative rate above. And
C. Due to the clear formulation of the contract A / 1, the first instance there were factual disputes between the owners regarding area land court issue a contract A / 1, received the parcel, as for the building rights that apply to land when the contract is signed. N.
The first stage, based on the overall evidence presented before it, determined that the area owned undermine, received the parcel, covers 883, 10 sqm. Is both plots. 138 class one unknown territory 475 block 8239, 4 sqm. He owned a quarter slip Ita Ehud Huberman rest owned diamond company, Menashe Ben Yosef LTD. The second is known as Class 142, block 8239, the territory 408, 6 sq.. This part 629, 3 sq. listed diamond company owned by Jacob ben Isaac, Ltd., and 779, 2 sq. remaining registered in the name of a diamond company Menashe Ben Yosef LTD. In
As for building rights, rejected the first stage version of the respondents, that these amounted to - 99.5%, preferring the version undermine that these reached a rate of% .136.6 foundation had enough evidence to determine that, and we have no reason to intervene Bmimtza it. And
According to this statement is proven in the construction of 866, 14 sq. m. (883 136.6,10). N.
Surface construction remained owned undermine the above, according to the contract shall be owned some 27% as stated, a total area of 014, 4 sq. m. (866 27,14%), of which 1077 sq. m. The first building and - 937, 2 sq. m. The second structure . The rest of the building (by 73% respondents) would pass ownership respondent is 852, 10 sq. m. (866 73,14%), divisible as follows: N 551, 1 sq. m. The first and some structure - 301, 9 sq. m. The second structure, the territories of land involved him. B
D.. Respondents had started implementing the contract to build the first building, but in early 1977 construction was suspended due to difficulties encountered respondent. Construction was suspended at a skeletal structure was established first and nothing else. And
Mscslo respondents fill their commitment under the contract, filed against respondents undermine action on the opening Hmrtzt (the "289/77 of the District Court of Tel Aviv-Yafo), Cshatirtm is providing a declaratory ruling that the respondents violated the contract, that should be seen Cancel the contract and that they are entitled to compensation for the violation. During the debate into action settlement the parties reached a compromise, which took effect on the verdict - .23.6.77 the compromise agreement, respondent admits violating the contract. However, given
She lasted for liabilities. Only if those fail to comply even after an extension, see Cmfrat contract, the contract will be considered canceled from the day 23.6.77 fact, no need to take further legal proceedings. N.
It was also stipulated in Article 5 of the compromise agreement, but Mr. Ltd. Tel fail to comply with its obligations during the extension, then: in
"Each party will be entitled to claim actual damages under the Law of Contracts (Remedies for Breach of Contract) and any compensation will be fixed in advance. In
The. Respondents were not even under the compromise agreement. They are not the work of construction, the violation of the terms of the contract always, undermine and found themselves in a bad with a skeleton structure that stood bare wear out. And
According to this court's decision could undermine see the contract Turn over - 23.6.77
And free themselves of their obligations under the respondents, are free to the ground structure
Understanding yet to claim compensation for Nzkihm. Indeed, Mills Company Ltd undermining Huberman and 3 - 4 acted freely complete the first building that by respondents. They called with another contractor, who completed the construction. N.
The. Respondents were not even under the compromise agreement. They are not the work of construction, the violation of the terms of the contract always, undermine and found themselves in a bad with a skeleton structure that stood bare wear out. In
According to this court's decision could undermine see the contract Turn over - 23.6.77 and free themselves of their obligations under the respondents, are free to structure their understanding of ground yet to claim compensation for Nzkihm. Indeed Huberman Company Ltd. undermining plants 3 and - 4 were operating freely not complete the first building by the respondents. They called with another contractor, who finished with construction. And
Funding for the project called Mills Company Ltd undermining Huberman and 3 - 4 B --
29.3.79 contract to sell land area of 408, 6 sq. (part 142, which should
The second building was built in common for both sides) a corporation known as a group A.k. on buildings
INDUSTRIES LTD. For the sum of 000,000, 3 pounds (three million pounds) worth of dollar
Was 000, 150 (one hundred and fifty thousand United States dollars) a day editing the contract. Most of the amount received in return, ditto, was used to complete the first building. Works were near completion March 1979 and completed in December 1980 focused on completing the project undermine implementation of land and property were at the time - and many years later ¬ Nzkihm for compensation. N.
And. Overcome the need to obtain immediate funding to complete the project, and according to instructions of the Bank finance industry, were 813, 1 sq. m. of land area subject combination deal (part 138) factories owned by Huberman LTD. Ehud Huberman slowly moved the entire share this part (118, 1 sq.), and the diamond Manasseh son of Joseph Ltd passed another part, so that her hands were 661, 2 Spaces of part 138 and the rest, 813, 1 sq., transferred ownership
תרגם מ:       
תרגם ל:   

תרגום מעברית לאנגליתהצג סקריפט אנגלי
Huberman Works Company Limited. It was sold at no cost, and purpose can give Lmovrmn, Huberman plants pretense Company Ltd, to gain the status of approved enterprise hence loans also comfortable win against mortgaging land rights and secure society for the loan. In

First Rank stated that we sold in .1976 but the land registry book (MODIFY A / 24 A), property and land passed to the company only a day .31.3.78 This contradiction sits by the learned judge, according to findings actually did the deal was tied on - in 1976, but registration actually done later. I get this factual assertion proven. And
M. On 5.12.83 (just on the verge of period of limitation) access to the respondent, fine din
Shortened, a claim against undermine undermine the restoration of funds paid or issued for them (as detailed below). She claims she is entitled to recoverable value following the cancellation of the contract A / 1 by undermine.
Judge J. Levitt, the district court in Tel - Aviv - Jaffa, discussing this lawsuit, believed that she deserved prove Abridged Procedure, decided to bring it into orbit normal hearing and allowed undermine submit a defense. Undermine indeed filed a defense on their behalf but also increased Ashot and add counter-claim them. This claim for compensation for the violation Nzkihm - refrained from filing a lawsuit claim until then because Joshua Orboc (West personal company charges) introduced himself incompetent and because mercury is also known, according to respondent's other Orboc its members were on the verge of dissolution.
H.. In the proceedings sought to undermine evolve delete the respondent's claim. This request was denied, but another request undermine received, and responsive to the respondents were required to invent a self-guarantee guarantee third party to pay any amount charged to cover undermine respondent to pay court costs, if charged them.
The learned Judge A. Stone Ari, Dan consolidated lawsuit opposing the lawsuit, rejected all

Undermine the demands of the claims received partial respondent.
Against the verdict that undermine the appeal is directed. They claimed that they were entitled to court will require the respondent pay compensation to the defendant 2 components, on the other there was no room Lhiibm recoverable value.
.3 Undermine demand for compensation for breach of contract A / 1 circled my head damage

Following: and
A.. Compensation for the cost of completing the first building had to carry undermine it;
At. Compensation for damage caused to them due to the establishment of other industrial structure and delivery of built area of 937, 2 sq. m. to undermine, were entitled to. The defendant would damage the value of the rate structure;
C. Compensation for failure to pay balance amount 000, 325 pounds (from 000, 400 pounds committed by the respondents to pay the contract);
D.. Compensation for loss of rent received tipsy other industrial structure had to evacuate to store printing machine, which was designed first industrial building was completed late;
The. Compensation due to deteriorating credit conditions for loans given to them, the plant happy, it's because it was put to them very late, when the plant came into session approved the completion of the building, then credit conditions were far worse;
And. Compensation Htiikrotn, with the passage of time, undermine the machines purchased for

Mfalm.
While the first three heads of damage for the direct interests, which were supposed to get him to undermine the contract lines, the three heads of damage consequential damages recent interest violations.
.4 Msnotnim consider a compensation claim of undermine, the various elements,
When it is clear to us that the contract violated by the respondents and therefore entitled to compensation undermine the
Damage to them, seemingly puzzling court's conclusion that there reject the compensation claim, filed by undermine, at all. Indeed, not any amount claimed to undermine the damage proven justified. It is possible that elements of damage claimed they are not worthy of compensation or compensation in the amount defendant. But he clearly understood that any damage claimed to require examination and testing by the Court in a hearing and the evidence on two aspects together - the essence of the damage rate. However Msnshmo evidence clearly proved that for breach of contract caused damages, How charged to respondents did not carry them?
Answer questions such peculiarity is the conclusion reached by the learned judge first rank, not undermine the right side of the prosecution. And so what? Mountains are a direct party to the contract.
The learned judge's conclusion lies in the legal action made during the time between undermine 1 - 2 and Huberman Works Company Ltd, treat it by reviewing facts of the case. Indeed as far as the first structure, transferred undermine 1 - 2 The structure of some real estate company called this fact in their names.
The company is completing the construction. She who took care funding, and if damage is caused to the company mountains. So, since accepted by all that there is separation between the legal sense a corporation and its shareholders, then if the damage was caused to the company, shareholders are not the proper compensation claim. That damage resulting from breach of contract but not fixed on the second building began construction, it also does not undermine this matter can claim damages, because they sold the land to another company that dealt with establishing the same structure.
Is this conclusion the learned judge of the first rank is legally correct and just in business? The court could reach a different conclusion? This main question requiring decision this appeal, because if the judge was right conclusion, then as it does not undermine the compensation claim could succeed at appeal. If the conclusion of the first rank in this topic is wrong circumstances of the case, then also in my view the learned judge apparently deserve compensation, unless there is a different flavor, essence, negates this right, or if the conclusion will not damage or rates not as a defendant.
Dean is .5 Indeed, because the corporation is a company and its shareholders stretched screen, separates the legal personality of the corporation and the separate legal personality inherent shareholder, and to mix them.
Claim concerns the foundations corporation shall be the corporation, a separate legal personality, a law that action and shareholders, and the same when the claim elements are shareholders directly.
.6 Yet it became clear over the years, because the screen is not so hermetic that are dim areas around which the corporation and the shareholders are mixed, formed occasionally necessary, for justice and placing the record straight, to peer through the screen and pick one degree or another the screen separator. But, of course, is to drive this way on a routine, because if it is done, will be undermined fundamental elements of the theory of separate legal personality of the corporation as such.
This legal structure, acknowledged the implementation and ongoing trial law firm, decisive influence on national and international economic processes. Hence great care be taken with respect the separate legal personality of the corporation avoidance Mlfgom it when it is committed to reality. However, there may be due to preventing injustices as a result of abuse or inappropriate activation of the separate legal personality. Therefore, as stated, were recognized with the time limitations exceptions accepted this basic rule.
.7 Acceptable diagnosis obvious scope for raising the total ranking.
There is broad Curtain comprehensive, and in fact total, and she brings to that fact canceled the separation between the corporation's legal personality and the personality of the shareholders; case created a set of identical Hmtiizvim rights and obligations of both sides of the screen, until they are one and, in terms of judicial reference to them.
This result will be far reaching, for example, if it becomes fact that the separate legal entity the corporation is artificial, and the whole world did not come but to break through the exhaust hit shareholders illegal way others rescue them fear personal Shiitbo trial. Stand on that later.
There Curtain is incomplete, false, narrowed to specific law issues, common, relevant and practical, standing on either side of the screen - the corporation and the shareholders.
In these cases end in lifting the screen and the need to do so are peering through the screen of those specific fields to examine how a connection between Bell Eintk shareholders and society. In this case, each separate legal entities continues to exist and stand on its own for everything, but not necessarily any matter.
See connection to the above composition, to obtain a doctorate, the scholarly Dr. S. Ottolenghi, lifting the total of Israeli Law Association (Tsc"z) and stopped - Dino Justice M. Ben - Yair Studies (Tel Aviv) 737/89 [8], p. 99, which was approved by agreement
AE 5320/90 [1], and Lcb Gower, the principles of modern company law
136 (1979. 4 th ed, london)
.8 Basic Curtain purpose to prevent misuse separate legal personality of the company to implement an objective desired kosher shareholder (S. Ottolenghi, "lifting the screen - one of her arguments and the degree of application" such attorney (Instiute), p. 465).
Curtain directed against such shareholders who sought to exploit the theory of separate legal personality of the corporation's purpose is not kosher, such as generating benefits for themselves by way of fraud, as they seek to hide behind a partition screen to be saved because of their claim of damaged or "tribe wrath" of the law.
Curtain is also designed to allow the courts to guard the rule of law and protect the public interest because it acts that harm or Bmigzrim which, come to cover the screen separating them.
But there Curtain is required, even partially, to protect the rights of a
Stock - it was done in his favor rather than against it. Example, statutory Curtain, which aimed to put reality on the machine for the interests of shareholders, such as Article 95 of the Income Tax Ordinance [New Version], all resulting, among other issues of taxes.
The same is true when a third party, is not part of the corporation and unrelated to him, asking to be built from the same screen buffer for his own good and deprivation of shareholders (see this issue's book Prof. A. Frooktzih, new corporate law in Israel (Institute for Legislative Research and Comparative Law Studies Saker, Tshm"t) 75).
.9 Hence, familiar Curtain possible extent or another, depending on the nature of matter, both to prevent the owners of the company shares in the company or corporation utilizing the separation between them to an end, not kosher, in any case involving injury to others, discrimination or turning damage him, and there " justice and integrity and maintaining the public good ". This aspect of raising the screen is especially important to protect shareholders precisely because of discrimination, injustice and injustice that may be caused to them.

Stops on this matter in the United States in illinois as follows: N.

... We believe the same Equitable considerations of preventing injustice
A Shareholder or officer, should apply when it is a third party, rather than
. Who attempts to use the corporate entity as (from 1089 to 1088, at [9] (1981) Crum v. Krol), a shield
It also stopped by us not one, Cslman justice seen to lift the screen somewhat. See, for example, AE 645/78 [2]. Where we will discuss a case where the right to use in business was transferred by the appellant, who held a protected tenant, a company over which shareholders were the appellant and his wife, even though the rent is determined on condition that no transfer without the permission of the landlord to rent property to the other blood. "determined that the company separate legal personality is indeed a" someone else "and that the transfer of possession of leased him later violated the terms of the lease. Nevertheless stopped by Justice Elon, p. 386-387, to wit: at
"... Should use our discretion offer the appellant the relief of justice. Although in theory there is a change of control of the lease, but in fact continued the appellant and his wife, and they only manage the business, as that was before the establishment of the company."
(See Ottolenghi this connection Ph.D.).
.10 First rank learned judge was aware of the possibility that exists in exceptional cases to lift the screen separates the company's shareholders, and indeed discussed this issue extensively.
The learned judge thought that the case Danan can not do so, because there is actually between corporate identity, company Huberman Works Ltd., and two shareholders, and undermine 1 - 2 taste it, those two are the only shareholders in the company and shareholders was also Moshe Huberman, who holds a stock management. So thought the first stage, if undermine 1 - 2 will be compensated, compensation comes corporation allegedly carrying expense claim for damage which is not clear whether the amount of compensation would enjoy it also is not a party shareholder lawsuit removed the fear that non-shareholder party to claim his share of demand will rise by undermine.
General impression analysis of the issue by the learned judge first degree is not satisfied that circumstances exist in this case, those standing on them, that justify a deviation from general law of separation between the corporation and shareholders.
.11 This conclusion of the first degree is not acceptable for two exams combined.
First and foremost, because the result reached by the learned judge is unacceptable, Mkfht to injustice, unnecessarily undermine the 1 and - 2 on the other hand it allows the respondents, who do not have state of the Company but strangers to her, hiding behind a curtain company to avoid undermine paying compensation, rights, and they hit it turned into damage.
Contract was, recall, and undermine 1 - 2 others and the respondent, the respondent .2 Barboto they are liable only of respondents with regard to this contract from him.
This ruling, given on the first phase of a compromise between the litigation with the law, undermine recognized the right of any damage caused to sue for breach of contract on the respondent. The question is if the damage? If so - what the essence of what he is, what class. But as respondent caused damage due to the violation of the contract, turned undermine this damage which she had to compensate. On the contrary the company. She was not party to the contract, and therefore can not sue the respondents by virtue of the contract, even indirect damage caused by the same contractual connection between undermine respondent.
Is, if we adopt fully the implication of the first rank assumption may get out of harm due to the violation, as we will be explained below, the respondents will benefit from "clean", simply because they found themselves seeking shelter at a screen placed very different purposes.
How improbable Umkfht is the respondents' position, learn another aspect. As noted, the respondent is trying to avoid the violation results Mlshat payment of damages to those who actually damaged the default. However, when the approach is the claim, after breach of contract by her, demanding she return funds rather by undermine 1 and - 2 and not by company plants Huberman LTD. And by attitude, they alleged the company is getting the building completed it, and if it is damaged had caused damage and that therefore she should sue, as it were, because it - the company - with Debra.
I believe this approach is a "double game", which is not consistent with good faith and with honesty and business. So it will be vulnerable to a Hmgat obvious injustice and deprivation of the shareholders. Degree of integrity in the public interest require capitulation.
We were above .12 for refusing said that is one of those that justify lifting the screen,
Although total level but not partial, Shgdrnoh seems. This matter would be useful to refer the matter discussed in the district court in California. That interest is loaded with a contractor who signed a contract with someone to do renovation work in certain buildings. Hooper contract by the other side. It argued, as a defendant on trial by the contractor, that does not meet him - the contractor - the right to claim against him, for there was no contractor license to perform construction work and renovations, that the license given to him that has expired. Indeed it happened during it, but meanwhile established contractor company and resumed his work permit, but this time the name of the company, the company is Cshslita hands. Under this License renovation work continued and demanded the damages for breach of contract made with him.
Claim of infringing, leaning on the theory of separate legal personality of the corporation, denied
Circumstances of this case, the court ruled Dshm In his ruling, inter alia, as follows: and
Follow a holding that Plantiff contractor was without capacity to sue on in our opinion, where a Manifesty Unjust and Inequitable result would
The time the contract was made and the corporate entity organized by his contract, the individual plaintiff in whose name the license stood at
Citizens state bank of Long him in whose name the license stood at the time the cause of action) occurred should be considered as one
. (367 to 366, at [10] (1937) beach v. Gentry
.13 Clearly proven fact that in practice undermine 1 and - 2, who hold a majority
Most of the shares in enterprises Huberman, Ltd., are the ones who own the land, including the first frame building standing already done an hour on the transfer of real estate company name. In question, as stated, sold for no consideration in society, who continued trying to implement the project from where handled the matter undermine 1 and - 2 by themselves. But it is perfectly clear, the evidence that undermine 1 and - 2, even after the transfer of land, were those who continued to practice the realization of the project subject contract, are funding the company needed to finance investment projects Huberman LTD. In order to obtain this funding, the instructions given to them, performed the same Land Registry, to be given them, the plant happy, comfortable loans.
Each of these was the owner of additional shares in the company, Moshe Huberman, each touch and involvement. Therefore not maintained and can not claim that the injured in the least that we are not party to the prosecution, not sounding claim that he wants Shiftzohu.
Furthermore. Explicitly stated by undermine 1 and - 2, the opinions are opinions and Huberman Works Company Ltd, that the respondents are not exposed to any future claim by the company are plants Huberman Ltd. and Moshe Huberman about the contract A / 1, the said project and arising from it.
Also expressed willingness to provide certification by the company, and probably also on behalf of Moshe Huberman, as stated above.
.14 Detailing all the reasons above is right and proper in this case shall be given unto undermine Yoram screen 1 and - 2 sue the respondents for any damage that caused them in all stages of the transaction (initial stage, when they were party to personally direct, and later when the building was erected on the land were owned by enterprises Huberman Ltd. m).
This conclusion is strengthened by a private company that our case a small family, beyond the legal veneer covering it can be seen that it is managed like a private business partnership. We accept gone, she found expression judgments often is the case such as this or the court will find a liberal show of openness and access to the screen (AE 213/79 [3], p. 698; HCJ 397/67 [4], p. 539).
.15 To undermine their claim will be, they must prove that they caused actual harm
Following the breach of contract A / 1 by the respondent, they are entitled to compensation for damage him by respondent

Respondent 2 and from her evening.
What is the compensation for damage resulting from breach of contract. Basically, the purpose is to put the injured party (undermine our case) that materially condition if lines are where the contract had it not been foiled due to the violation transaction. You do have to get, and if achieving this goal will require a fee that violates charge compensation, this amount should be (see book by expert Professor John and his Contract Law (Dean, תש"ן) 578). This law guides us whenever we are required to decide , is sustaining damage to the contract and what a lesson.
.16 Danan case, if the contract is fully lines were created facts on the ground, and change the rights of the parties on the ground.
Practical, according to the agreed contract A / 1, the respondent was supposed to build the first building and make fully available to undermine, who had full rights to this property.
The respondent was still building the second building and out to make available to undermine,
Holding them they owned, from a total built-up area of the second structure built area of 937,2

Sqm.
More committed to the respondent, by contract, to pay undermine a total of 000, 400 shekels, of which 000, 75 shekels paid upon the signing of the contract and 000, 325 NIS who were supposed to be paid in time to pay a real estate betterment tax, as this amount was to is primarily used to pay this tax and the tax amount was actually paid to the respondent. clear the contents of the contract and evidence heard on this issue, if no amount of praise was less than the sum of 000, 325 NIS, the balance was provided as part of the proceeds Hmgat undermine them.
Against it undertook to undermine the ownership of the respondent, in combination deal, 73% land surface of the two plots, which is 945, 7 sq. m., and at the same percentage rate of construction and accompanying him were calculated by the court according to the rate of 136.6% percent of construction, the area percentages Construction accompanying him, the respondent was to receive, is 852, 10 sqm.
27% land area percentages were accompanying construction remain undermine owned, some partially built structure where the first rest area that was supposed to build the second building.
Hence, if the contract was effectuated hope until the end, undermine land rights would decrease the manner described above, but on the other hand would have the first building, the second part of the structure and amount of cash.
תרגם מ:       
תרגם ל:   

תרגום מעברית לאנגליתהצג סקריפט אנגלי
Respondent, on the other hand, was acquiring the right assets above that opposing the consideration promised to undermine the above would win - 73% ground on the building rights associated to a significant portion of the second building, which was established on this land.
.17 Talking to buildings and areas we land, we refer to assets with a value

Certain funds, given the assertion or assessment.
Hence, Sbaumrno that would undermine the structure and are part of the structure of the two, meaning they are assets that can express them in monetary values are defined. For the calculation I would say that undermine won, against the consideration given by the contract, a certain amount of cash value funds rate value of the building first to rise and financial value of other parts of the structure, should be given undermine were to be built.
Baumrno respondent was receiving - against the consideration that she undertook to undermine -% 73 off the ground on the building rights associated with it, like we said, they receive a certain amount, which expresses the value of her rights were Moknot Following implementation of the contract.
When that contract was up lines not fully, as we know, he did not materialize because refined by the respondent, has put the contract situation has had coming to him if not for the violation, and if we reach the conclusion, financially, the calculation is done, he leaves damaged economic , then the respondents to compensate.
.18 Until we come to the calculation, built on these principles, should be first respondents claim, regarding the Sabbath actually undermine funds provided under the contract. They say it amounts paid to undermine or for cash and undermine cost first skeletal structure that has built and invested at her own expense, since this building skeletal remains by the end undermine.

There is no dispute that the following amounts: N.
A.. 000, 520 pounds - the value of the skeleton of the first building, left by the respondent's territory undermine (amount acceptable to both sides);
At. 000, 75 pounds, paid by the respondent during the signing of the contract;
C. 500, 10 pounds, the amount deposited by the respondent municipality of Netanya and was transferred eventually to undermine by the municipality.
These amounts, together with linkage and interest, sued respondents claim recoverable value they deserve. In addition, damage fees demanded by work carried out by various other reasons.
They argue that they caused actual harm, they are entitled to claim compensation for that, according to the compromise verdict of Judge Maisky, the "289/79, regarding the right of parties to claim damages in case of violation.
First Rank flatly rejected the respondents' right to compensation for damage allegedly caused to them following the cancellation of the contract due to breach by them. Determined that respondents can not be built from an act violation that they are responsible for him, a sinner and was hired. Thus it rejected the first rank of the respondent's claim interest on compensation for damage allegedly caused to her. On the other hand, the learned judge thought that the respondent is entitled to recoverable value of all amounts referred to above, when pressed to provide day Tslumm verdict, plus one percent interest from the date of filing the claim until the day the verdict, plus interest and linkage to those law ruling interest and linkage, Tsc"a -1691, from the ruling until actual payment.
.19 Respondents do not appealed the rejection of their demand for payment of interest at the damage, and they stand behind the verdict as it was positively undermine fee amounts recoverable value, including billing Linked interest.
Share undermine the verdict on the very right to recoverable value and recoverable value, the entire amount or alternatively on the parts of it - the fund and the amounts of linkage and interest calculations.
.20 Bone right to the way the sums paid or provided respondent undermine, far-reaching claim of undermine it, already the first phase of court proceedings between the owners of these, Given a ruling confirming the compromise reached with the law, gave the respondent the relief recoverable value .
How?
Article 5 of the compromise verdict said that if the deal Tsocl contract will be canceled, each side may claim the actual damages under the Law of Contracts (Remedies for Breach of Contract), Tsl"a - .1970 Hence, at the agreement the respondent undertook the approach, if the contract will be canceled , all they will be entitled to "actual damages", if such would cause them to be justified and if the credit them.
This argument deserves outright suspended in favor of two main reasons. The main reason for this is the first time she played at this stage of the procedure. Not only is the claim in question has not voiced any way at any rank first, but the contrary. Made to undermine the first rank just the opposite argument. There view was that since the compromise agreement, he received a verdict of validity, say, each side may claim the actual damages, according to the Law of Contracts (Remedies for Breach of Contract), and whoever violated the agreement and responsible for thwarting the deal can not complain about the damage, then all you have left is the one and only relief recoverable value of the right, and only this.
She went ahead, that degree of Appeals did not discuss the grounds uploaded her memory comes first and that first grade (AE 398/79 [5], p. 435; AE 210/84 [6], p. 670; Y. Sussman , civil procedures (Aminon, 6th edition, edited by S. Levin, 1990) 291).
So generally, the more so when it comes to new grounds, contrary to what claimed by the same opponent in the first degree.
.21 But there is another point that justifies rejecting the argument that rejects completely the right to recoverable value if Danan. Relief that, given alongside Sntbtl contract, pursuant to Article 9 Contracts Law (Remedies for Breach of Contract), foundations view, that prevent enrichment illegally by a third even if the contract was canceled because of the predicted violator, until that stage put paid money or resources for sustaining the . Blowing apart the right to compensation for the violation separately. Therefore, the right side maintains, damaged due to breach of contract, to receive full compensation for damages from the violator does not negate the right recoverable value, but if the violator damages if averted damage is significant, the amount allegedly Itkzz must be answered against the amount of compensation will undertake them completely or infringing parts.
Negation principle recoverable value may result in inappropriate enrichment to all party has contract damages already modest compared to amounts received on account of the transaction.
.22 Even if we say, the right granted in Section 9 recoverable value contracts Law (Remedies for Breach of Contract) is essentially Disfozitibit her condition can be apparent (as claimed by the first rank power comes respondents actually), even then it did nothing to benefit to litigants in the case Danan. When it is possible to condition an explicit provision in law, Hhtnah must be clear and sharp - edged. The compromise agreement made among the court, which tried to anchor Hhtnah question, not all Htnah Mtzino such explicit. Therefore, as undermine the right to share the recoverable value, claims Tidhina.
.23 Which appropriate amounts recoverable value determined his ruling the learned judge that these are at 000, 520 pounds invested in establishing the respondent first frame structure, 000, 75 pounds, which paid the appellant with the signing of the contract, and a total of 500, 10 pounds deposited by the respondent Netanya Municipality about the same deal which eventually was returned by the municipality to undermine.
Indeed, these are amounts that come within the respondent's right to recoverable value, it seems that undermine claims by the right against the funds themselves.
The more that get respondents against the extent of the amount recoverable value, the criticism focuses on the linkage and interest calculations made by the learned judge as requires undermine respondent to answer the above amounts.
At this point I do not see a need to address this issue, because the light get to the final result below, this calculation, I think criticism is not clean, will not be more topical.
.24 The crucial question, on which ultimately decided the dispute practical, economic sense, is whether due to cancellation of contract undermine and thwart the deal caused the damage, if so, what are the damages are essentially how much they add up.
I, section 3 above, undermine the compensation claim and its components. Three main components of a compensation claim their case direct damage, caused them, they argue, because their situation has changed for the worse due to the violation. First, because it won the first structure, it would get them from the respondent when management if the deal was realized, only after they were forced to invest considerable sums in completing the structure, amounts that had to carry them under the original deal. Second, because there were some at the second building, which was supposed to be an industrial building covering an area 937, 2 Spaces. Thirdly, because they paid full amount of 000, 400 pounds, which was part of the proceeds. They received only 000, 75 pounds, and remains the balance of 000, 325 pounds, not paid at all.
These direct damages undermine their claim, including a focus on next.
.25 Undermine demanded more compensation for indirect damages that can be identified, and they: INTRODUCTION. Loss of rent received tipsy other industrial structure, forced to go to store printing machine was designed first industrial building, completed late, lost rents were supposed to receive each month; on. Loss caused to them due to deteriorating credit conditions for loans to plant happy, because it was put to them very late, when the plant came into session with the completion of the building, then credit conditions have been far worse; c. Loss resulting increase undermine machines purchased for Mfalm, due to the dramatic rise in prices over time.
.26 First rank learned judge rejected the claim of indirect compensation in the three components of these various reasons I accepted. This damage has not been proven at all and he was far ahead of all expectation. So I do not see a need to expand on this subject, because, as stated, rested my opinion that the learned judge's conclusions first rank, if in determining the factual findings and application of the law, are based.

All arguments which would appeal not appeal these conclusions.
27 different situation as far as direct damage, it exists, is heavy, and therefore worthy of extensive consideration and thorough. Sooner I just say that the first stage dealt with this issue although the damage calculation, but I think that the result reached her first degree is a clean fundamental errors and invoices.
I will not go the learned judge's method first rank, but in a different way, Slhskfti is simple, clear and more precise. End result will require the return of the first level hearing, so she will re-factual, what damage the components, caused by practice, and so you make the Offset on - true values equal - between damage due undermine the amounts recoverable value Hmgat respondent.
.28 As explained above, the purpose of cure compensation is to undermine the (victims) financially in a situation where lines would stand if the contract had it not been the violation occurred.
The starting point is that undermine not received anything after the deal, for what little they received were required to respond, but also did not give respondent nothing. The damage caused is expressed as the difference between the value of the consideration that, undermine, were supposed to respondent by the combination agreement and the value of land respondent was to receive.

Consideration undermine complex were entitled to the following: N.
A.. Construction value of the first industrial building, built square is 077, 1 sq.; on. The value of construction of the second part of the industrial structure, which was supposed to lie down on 931,2 sq.m.;
C. 000, 400 pounds.
Consideration for the building component relates only to the construction, since the land belongs to undermine and they were supposed to receive only the value of the building.
Consideration the respondent was to receive by undermine is the value of 73% ownership of the land area subject combination deal on building rights associated with it. This is reflected in practice - 945, 7 sq. m. of floor net, they are 852, 10 sq. m. building, considering, as stated, the percentage of construction associated with the ground, they rate% .136.6
To estimate the economic value of this difference, which is a rate of damage to undermine, to give expression to have any real economic and monetary values of these components. To put all the components of the financial calculation of the real plane has revalue all real components of the calculation value of new shekels a day by filing suit respondent.
Therefore tested, in this way, these components one by one.

.29 Value of the first building construction.
To undermine, the value must be calculated by the combination of the above value of the skeleton, which is 000, 520 pounds as of 1.12.86 cease construction, completion and cost only 957, $ 100 day completion of the building and receiving the strongest it.
Respondents, Vsichomihm they calculated the value of this construction based on the opinion of assessors (N / 12). Opinion held values of April .1986 to his mouth has to make the calculation according to metrics by which the value of building 1 sq.m. on the ground floor is 235 dollars upper floors 215 dollars.

The learned judge rejected method of calculation, it rightly.
Respondents' opinions are based on hypothetical, while the actual structure was erected, with any amounts invested in the construction of express its value in practice. So did the Aumdnm. This calculation was received by the first rank.
Therefore, the value of the building's construction is reasonable and acceptable financial estimates accepted accounting methods, and I do not see grounds to intervene these conclusions: in a. 000, 520 pounds - the value of the skeleton, which was established by the respondent 1, the amount for which there is no dispute between the parties; .2 Total 957, 100 dollars - the cost of completing the building by undermine, as determined by the first stage, based on the evidence before it. This amount indeed reasonably reflects the market price of construction inputs, despite the opinion of Land Appraisers (N / 18) stated that the value of this building is completed in 000, 84 dollars. The difference between the amounts was explained by witness engineer a stable wolf. In his testimony, he noted that the cost of contractor completes work begun by another contractor, a large degree continued work of the original contractor.
The two amounts have your hair, as stated above, the values shekel day claim submission by the respondent.
In this context, the point cost of completing construction, loaded argument presented by the respondents whether they undermine rather to reduce damage. This is because the completion of the first building began only in March 1979, after selling the land group A.k.b. Industrial Buildings Ltd, while Jose A. / 1 Hopper was imposed in October 1976 - .23.6.77
Section 14 (a) Contracts Law (Remedies for breach of contract) imposes on the injured party the need to take reasonable steps to reduce damage, it's the time he learned of breach of contract or in the near him (A. Yadin, "Contracts Law (Remedies for Breach of Contract) , Tsl"a -1970 "means the laws of contracts (Institute for Legislative Research and comparative trial named Harry Sacher, G. Tedesco Editor, Tsl"g) 99.) reasonable means tested according to the circumstances of each case (AE 195 / 85 [7], the words of President Shamgar p. 825).
Danan case, was not able to undermine the economically complete the first building from the ground without selling some of their fields.
The question is, if they can not call the deal was sold similar before - .29.3.79
Desert undermine attempts to learn who were looking to buy the said period, but in vain. Potential buyers were the first ones you closed the deal on - .29.3.79
Respondents argue that it is unlikely that you could not undermine the deal call for two years sold three. Lack of reasonable argument that is not enough matter in question, and because the respondents (violate) burden to prove that there were commercial possibilities undermine ago, attesting to their ability to reduce the damage. Such evidence was not presented before the first rank.
.30 Construction value of the second part of the industrial structure
First rank learned judge ruled that the value of building construction above amounts to the sum of 093, 646 dollars. Amount is calculated in accordance with the opinion of Land Appraisers (N / 12) mentioned above.
Determining the amount that the learned judge adopted the first version of the respondents rank.
Undermine not dispute that the appeal before us. All that remains then is the calculation of Adjusted damage, Ssoarc day filing a suit for the respondent, as noted above.
000 .31, 400 pounds - cash proceeds were supposed to undermine the Section 8 contract.
There is disagreement among the Court as to the amount that should be considered as part of the proceeds contractual. The dispute raises the question of interpretation of Section 8 contract, it's tongue: and
"Details for the establishment and preparation of the said owner by the contractor in Section 6 undertakes to pay the owner a sum of 000, 400 pounds paid as follows:. A total of 000, 75 pounds to the owner pays the contractor's contract status.
At. A total of 000, 325 pounds will pay the contractor manager betterment tax estate tax for owner about praise from the owner under this contract.
And will turn out payment from the owner betterment tax is less than the total 000, 325 pounds, the Contractor shall pay the owner any such difference within 14 days after receiving the assessment manager betterment tax.
Do not share that with the signing of the contract received by respondent to undermine the sum of 000, 75 pounds as stated in the contract. There is also no dispute between the parties that this amount is part of the price paid undermine the contract they deserve by combination deal. The dispute focuses on the amount of 000, 325 pounds, the total complement of 000, 400 pounds.
Undermine claims that have seen the amount of 000, 325 pounds part of the proceeds, which should have been given in combination deal, no matter whether the transaction was canceled and not carried out. Just compensation above the amount required to protect the expectation interest of victims ( undermine) will place them in a situation where he had the contract lines. So they should be Mfotzim total amount of 000, 400 pounds.
Not so determined first instance. The learned judge adopted the view of respondents actually, they claim there is to see the commitment the respondent to pay for land betterment tax undermine the conditional disease betterment tax on the transaction. Since the deal was canceled, land ownership was transferred and not the betterment tax charge applies in the context of real estate land deal was thwarted, not to the respondents committed the above fee.
To the first stage, all other outcome that will undermine beyond what they will receive a contract lines.
Controversy on this issue be decided by the appropriate interpretation of Section 8 contract required him to correct meaning regarding the nature of the disputed amount.
When we interpret this section should be to consider general principle guiding the interpretation of the commentator and he - stand on their estimate of the parties to the contract (as explained in Section 25 Law of Contracts (General Part), 1973), and to trace the intention of the parties when they agreed to as stated in Section 8 contract .
First of all, the language of Article 8 Risha contract literally. It said explicitly that the structures will also undermine the sum of 000, 400 pounds in return sale of land. Seems clear meaning and add. But I will diagnose the contract as a whole on various connections.
Sections 8 (a) and - (b) Specifications How Tthlk consideration mentioned above: 000, 75 pounds will be signing the contract; 000, 325 pounds to be paid director of land betterment tax; but Section 8 (b) last part goes on and states that if the amount The tax would be worth less than - 000, 325 pounds, the balance will be transferred to the owner. This last part contract reinforces the conclusion that the amount is part of the proceeds and that the overall financial goal of Section 8 (b) as a whole is largely technical interest payment method. Since this is a real estate deal sold , the familiar lies undermine the betterment tax payment obligation. agreed with their lawyer, the respondent will receive over the physical act of tax payment, and the tax rate less the sum of 000, 325 pounds, the balance will be transferred to the sellers as part of the proceeds.
Strengthening the conclusion that the respondents, themselves, see this amount as part of the price paid undermine the ground for her, I found the comments of Respondent 2 in his testimony as follows:
"... 000, 325 pounds that was part of the consideration for the court ... I had to pay for the lot in addition to - 27% more 000, 400 pounds. I paid 000, 75 kept 000, 325 to pay for Huberman betterment tax if. Will be less then I'll return the money "(Protocol 1, p. 21).
This understanding implies totals respondents first rank, including a letter to the answer filed on their behalf.
More respondents say that undermine the consent of the respondent to answer a total of 000, 75 pounds can learn about the abandonment of welfare payment of 000, 400 pounds.
This conclusion of the respondents incorrectly on her mistake.
Hence, also the sum of 000, 400 pounds is part of the proceeds that undermine were to receive under the deal, and prevention contract breach by the respondent lost her undermine, and compensate them for that. Even this amount has revalue Same day filing a suit for the respondent .
.32 Thus, according to this analysis here can see the value of the consideration which undermine the wake of the violation is a. Value of the first industrial structure calculated with the skeleton, constructed by the respondent in 000, 520 pounds, and the cost of the building's completion in 957, $ 100 per day when they Msoarcim filing a claim explained above; on. The value of construction of the second industrial structure, which was not built at all, U.S. 093,646
הצג סקריפט אנגלי
Dollars when Msoarc ditto;
C. 000, 400 pounds Hmsoarcim stated above.
.33 To determine the damages have to undermine that came with the consideration undermine the value of the consideration the respondent reached the contract set a combination deal. Value is 73% land area subject transaction, which is 945, 7 sq., Ocsnlwim this area percentages of construction, it is an area of 852, 10 sq. m. construction.
Value is not just an estimate and Evaluation, since included in exchange for land, conducted varies according to time and circumstances. But beyond that, then it also included extensive building rights are important, valuable, the structure that was to get on the ground. We saw that they were entitled to undermine some of the other industrial structure much of it. We of the value of building space that was to be delivered to undermine with them additional areas of industrial structure and what it was supposed to stay by the respondent. Even in those areas that assessed value.
First Rank tried to deal with this issue and came into effect which is not acceptable to me.
Undermine their hardship company sold A.k.b. Industrial Buildings Ltd. land area of 408, 6 sq. m. for 000, 150 dollars, which helped them complete the first building. First Rank came to the conclusion, it was a realistic value for that land. The learned judge did not see to determine what a burn of the remaining land. This part of the consideration remains a disappears. Also for calculation has doubts about the judge's assertions about it, for two additional reasons: the learned judge added - as part of the proceeds company A.k.b. Paid undermine - More 000,48
Dollars, which paid her a betterment tax Netanya Municipality. This addition does not provide a clean, and facts about the nature of this tax and not what is required is not fully Htlveno.
Ground respondent was entitled to 136.6 percent accompanied construction as determined by the judge himself, while the price the land sold La.k.b. Think the assumption that the buyer will benefit from - 120 percent construction.
Any method of calculating the value of land by the learned judge was not accepted by the respondent, would think that the proper way to calculate the consideration it deserves is edited by mole of the total land value, it was sold and not sold by a qualified appraiser, take into account not only the real value of the land but also the building rights accompanying it. They also turned their attention to the opinion which is the case filed by undermine. In their opinion, her opinion distinction between the value of construction, including building percentages of 1 sq. m. ground floor compared to 1 sq.m. on the upper floors.
Seems to me, under the circumstances, the calculation method proposed by the respondent. That does not mean that to get to this starting point the opinion which is the case. It seems to me that it determines better Slanein court issued a qualified appraiser, and assess the value of land, including building rights, at the date of the contract between the owners of the law, and the amount received Isharc values shekel day claim submission by the respondent.
34 The result of all the above to here is not possible at this stage to decide the final debate between the owners of the law, because we are missing data necessary to determine the actual damage rate undermine, if done. This determination depends worth consideration depending on the respondent was entitled to her, still not known, and the court set her on the way specified above. Anyway can not determine at this stage, what fate offset against amounts recoverable value of Nzkm undermine, since we do not know at this stage the exact class of damage, if any.
Therefore the appeal is received in the sense that the matter be returned to complete the first level, with the following provisions: A.. Determine the value of the consideration respondent arrived in the contract specified in paragraph 33 above; on. Calculate the sums all values Bshiaroc shekel a day filing a suit for the respondent, as explained above; c. Your hair the same way the amounts recoverable value ceased; D.. Offset the amount of damages recoverable value Hmsoarcim Hmsoarcim amounts, if ultimately determined that undermine damaged due to the violation.
.35 Therefore the appeal is accepted in part and returned the first degree as stated above.
This discussion only costs 000, 20 shekels will be based on trial results.
Justice A. Find: I agree with the result reached by the Honorable members, Justice D. Levin, as well as most parts Hnmkto.
Applying the doctrine of "Curtain", of Frstno circumstances, is not clean, I think, provides; society in question (Huberman Works Ltd.), incorporated on 23.9.77, did not exist at the time of concluding the contract (10.10.75) nor date of breach (23.6.77). Personally, I am believe that a decision reached by the distinguished members - accepted me, every detail, justified the issue - also can be reached without resort to "level the screen. Umscalh the case, has apparently prefer the this (see Dr. A. Habib Segal, "New Trends in the ways of lifting the screen" notional sentence Iz (Tsn"b - NJ) 197). So I will explain briefly the main points of my attitude.
According to the contract, cut between the parties, respondents had to complete the construction of the first building to make available to undermine the start date within a year of  work. The establishment of the second building, parts of which are designed to be delivered to undermine, the respondents undertook to complete within two years after beginning work. These commitments have been violated, breaching turned undermine direct damages. Kama court would determine the percentage of the damages and charge the Respondents to compensate undermine respect thereto. That undermine transferred, without charge, the rights and land plants Huberman Ltd, not diminished the personal right to compensation for direct damages for the violation. Moves taken by the company to realize goals of the contract did bring the result of the violation being expressed. But what damage it sustained the company, was, in fact, undermine the Nzkm. The company's moves were possible but are evidence of bone damage that occurs and scope.
It was like: Reuben bought Shimon will be sold without the price of the whole will be sold, and gave Levy a gift. Cause of Reuven, Shimon claim compensation for price difference, is not diminished by the granting Hmimcr Levy. If Levy sold the Hmimcr received its price the value, price paid Levi can be thrown in a possible evidence of Reuven, Shimon Btovanto against. The same holds for our case. Needless to say, was held by the respondents argue, the company's moves were not consistent with the obligation to undermine reduce Nzkihm. As they prove this claim, this was clearly a dispute about the validity compensation, which are and undermine. But between this dispute and the transfer of land the company has nothing to do. The company remained, when she, a foreign third party contractual relationship.
It should be noted that the land was transferred undermine property company (as an immigrant trying registry) on 31.3.78, ie after the breach of contract by the respondents made, even under the terms of the compromise agreement, a fait accompli. But even if the assumption is correct (it did not find substantial evidentiary basis), because even in 1976, we were still at the company's founding, she pledged to undermine the ground, this does not affect my attitude. Such commitment could be attributed meaning only if it became clear that doing it for breach of contract with respondents. Such claims did not put to discussion by the respondents, while the facts became clear up, which you've ground the company sought to undermine but to win, by company, status of approved enterprise, the benefits that entails. Found, that this aspect need not wake up in the level of the screen.
Judge you: I joined conclusions assertions of the distinguished members, Justice D. Levin, who also distinguished members, the judge found, agree to them.

That additional remarks of Judge found:

5129371 General, I accepted the position Honorable members, whereby the injured party can breach the sales contract claim thrown due to the violation, even gave a gift to a third party Hmimcr. But it seems to me that if Danan, which determined that the property in question is sold (without charge) Company Ltd. more plants Huberman in 1976, were before the breach of contract, and proved that a company is completing the construction financing commitments covering the violation, then there is justification here to "level the screen" to show, which was spending the said company is not seeing them because only circumstantial evidence that high damage, but they are actually the direct damage to undermine themselves.

In his ruling, as was decided by Justice D. Levin.
Given today, D'EST Tsn"b (1.10.92).
Wording is subject to change and formulation changes