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1. The General Federation of Workers in Palestine
2. Tax Bureau of the General Federation of Workers in Palestine
vs
1. Homeland collaborative session
2. Kibbutz Beit method
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
Home - Supreme Court
[2/4/1977]
Before Justice T. Or
In action filed by respondents against seeking home - Kama Court, asked respondents the curve imposed on plaintiff's rights in real estate asset 2. Home - though the court granted the request that the property is not registered on the oil of any of the applicant. Home - Court found that the total lift in the company which owns the property (hereinafter - Company) and the applicant, and based on the company name implies a connection between bodies and on the basis of the action "spring bond" of plaintiff 1. This decision is directed against the Authority's request to appeal.
House - the Supreme Court ruled:
A.. (1) house - this sentence has not yet determined an orderly went for the circumstances in which you can ignore the separate existence of the alleged cluster membership different companies, and for the legal model that allows such disregard. For this purpose there are several legal models, including model Curtain between cluster membership membership model of mission between the companies (64 F).
(2) The conclusion of Htkiimotm of relations between the company's mission if the cluster subsidiary companies anchored in various factual data, including the question of who appointed the managers of its subsidiary business; whether the parent company is the brain of the business operator; Is the business profitable subsidiary produced his expertise consideration - the parent company's mind; whether the parent company controls the subsidiary's business; whether the parent company is capable of a resolution for its shareholders of the subsidiary and whether the parent company's control in the subsidiary is effectively constant (at 65 - c).
(3) Curtain also depends on the existence of certain factual elements - the existence of a single economic unit, the same shareholders and managers various corporations complete control in the subsidiary company to self-negation of the will of the subsidiary. The test is
Is a subsidiary or a pipe for the actions of the parent company? Here, too, required by the nature of those elements of infrastructure Discount detailed factual matter ratio of corporations that are discussed (65 d).
(4) examining the situation at the relevant corporate application curve. The question is, if evidence were to suggest that the company, its current structure, actually has a ratio of one economic unit with the applicant, depending on such variables (65 F).
At. (1) 2 is not requesting any shareholders of the Company. There is not enough that the company's name implies a connection between 2 phrases came seeking - seeking to force a different procedure regarding this bond to be an infrastructure that claim to lift the curtain between these two bodies (66 a - b).
(2) no data regarding the 1st plaintiff as a shareholder in the company regarding the existence of indirect ties between the two to establish the foundations necessary to perform Curtain between them, or in determining that the existing relationship between these corporate mission. These data do not indicate that the company is managed in practice - by 1 or even requesting that she actually managed - by the general company work together in Israel (hereinafter - company workers), its close affinity to the requesting 1. These data do not indicate that the Histadrut or company employees in a company rule that an instrument in their hands, or that revoked her will power. They do not teach that Slmbkst 1 or company employees have the ability to exercise effective control in society (66 d - 67 a).
Primary legislation mentioned:
- Companies Ordinance [New Version], תשמ"ג 1983, Section 37 (c).
Israeli books mentioned:
[1] Y. Cohen Corporate Law (Volume I, 1988).
Israeli articles mentioned:
[2] M. Ben - Yair "Curtain cluster companies' civil trial lectures file
(1992) 41.
Request permission to appeal the decision - Nazareth District Court dated 17.10.1996
Including '2920/96, given - by Judge A. Aminof. The request was discussed in an appeal. The appeal was received.
Yehiel Gutman - the name of the applicant;
Avner Contact - named respondents.
Stopped - Dean
Request permission to appeal the decision - the Nazareth District Court (Justice A. Aminof) dated 17/10/1996, including '2920/96, which imposed a curve on real estate property known mass 15,036, part 74.
1. House - Kama court action was filed on - by two agricultural cooperative societies, cooperative Moshav Kibbutz Beit innate system (hereinafter - respondents). Action directed against the General Federation of Workers in Palestine (hereinafter - the Histadrut), Sick Fund of the Histadrut, Tax Bureau of the General Federation of Workers in Palestine (hereinafter - the tax office). Histadrut Tax Bureau are seeking the procedure before.
Definition of this action respondents filed a request to impose a bend on the rights of real estate property tax bureau known mass 15,036, part 74, is the building where the resident offices of the tax office in Tiberias (hereinafter - the property). The property is not registered in the name of real estate books which of the defendants action. He registered the name of a company called Nl"h - property tax bureaus of the General Federation Ltd. (hereinafter - Nl"h).
For the whole picture should be noted that at the end of 1995 there have been changes in Nl"h. Different company name now is called the welfare fund of the New Histadrut Israel Ltd. (hereinafter - Welfare Fund). Also change the structure of holdings of shares in the company. By the end of 1995 the company controlled the overall company work together in Israel Ltd. (hereinafter - company workers), she was cooperative society which has a close affinity to the Histadrut. Now hold shares of the welfare fund seven bodies, including the Histadrut, company employees, company loyalty of employees Company Ltd., an investment fund company employees, Ltd., a company called Investment Ltd. employees, an NGO called impetus to growth, a company called Central Ltd support.
2. Home - Court granted the request to throw the curve, and he did so despite the fact that the property is not registered on the oil of which of the defendants. Home - court noted that the initials make up the name of Nl"h indicate that the company was founded - by the tax bureau to hold assets. House - Court insisted that the new name of the company shows that this is a BJ Hstdroti Coast direct respondent ". He further stated the - court, that the Constitution of the General Federation indicate that it operates" by corporations that are separated from it only formally. "that concluded that" all through the action of the Histadrut is an activity
A bond. "In this context, he quoted a - constitutional law of company employees, which states that its objectives are, inter alia,
"Help Lhgshmtn of social goals in education, health, protection of worker rights, welfare, culture and other targets of the World ... and for that purpose to the Company's assets created by the staff members equity participation and Welfare Association cumulative available for the realization of its goals Histadrut, provided that the provision assets shall not prevent the Association the ability to meet all its commitments When the time of existence ".
Home - court noted that the change in the name of Nl"h or distribution of the shares it does not have to prevent the imposition of the curve. He noted that the name does not mean the company which holds property, since it belongs to the Histadrut. In this context, he added the - court, that was not presented Compose indicating property ownership change following the change in the name of the company. Home - City Court more that Nl"h company or the welfare fund of the Histadrut was not appealed to the - curve on trial, found that support his conclusion that the said companies, seeking our case, " One is ".
Home - Court believed that this state has to raise the screen above Nl"h company, to accede to the request the imposition of the curve on the property.
Against the decision of the House - Kama Court addressed the application available to appeal before him.
3. I decided to discuss please Cbaror, and the appeal of the decision - the court Kamma.
Normative basis for the decision of the planted - the trial is the doctrine of Kamma Curtain. House - this sentence has not yet stated an orderly went for the circumstances in which you can ignore the separate existence of the alleged cluster membership different companies, and for the legal model that allows such disregard. For this purpose there are several legal models, including model Curtain between cluster membership membership model of mission between the companies (see M. Ben - Yair "Curtain cluster companies" [2], p. 42-47).
But the normative position that will be - no need to employ a position on this question in front of me - there is no dispute that the house - the court could operate only those legal doctrines exist certain factual conditions. Insisted Y. Cohen in his book Corporate Law (Volume I) [1].
Discuss the mission model, the author says that:
"... The question of whether a company is a spur shareholders is a factual question that should be discussed according to the circumstances in which any particular case. Control itself, and even absolute control over all shares of the company, does not make the latter to shareholders" (there, on page 238 ).
Indeed, Ben - Yair about this article [2] that the conclusion of Htkiimotm of relations between the company's mission if the cluster subsidiary companies anchored in various factual data, including the questions who appointed the managers of a subsidiary business; whether the parent company is the brain operator of the business; Is the business profitable subsidiary produced his expertise consideration - the parent company's mind; whether the parent company controls the subsidiary's business; whether the parent company is capable of a resolution for its shareholders of the subsidiary; and whether the parent company's control is effective in the subsidiary constant.
Similarly, Curtain conditional on the existence of certain factual elements - the existence of a single economic unit, the same shareholders and directors and controlling various corporations control the parent company's subsidiary to Revocation will self subsidiary of (name, p. 43). The test is whether the subsidiary is a device or pipe for the actions of the parent company (name, p. 44)? Here, too, required by the nature of those elements of infrastructure Discount detailed factual matter ratio of corporations that are discussed.
4. Do respondents laid foundation founded upon the existence of these elements? I believe that the answer is negative.
(A) The starting point in this matter is that in examining the situation at the relevant corporate application curve, ie, after the structural change mentioned above was done Venl"h. The question is, if evidence were to suggest that the welfare fund of the Histadrut, its structure existing practice has a ratio of one economic unit with the Histadrut, depending on such variables. For this purpose I attach weight to the fact that the land record books as the owner Nl"h Company Ltd. ground, for "changing the name of a company not affect any right or her duty" ( Section 37 (c) Companies Ordinance [New Version], תשמ"ג 1983), and "continuous Dropsy its rights obligations" of the company after the name change (Cohen, in his aforementioned [1], p. 264). Therefore, the For our purposes, the property can be seen as belonging to the welfare fund.
(B) add that the data were not detailed the relationship between the Office of Tax and Welfare Fund. The material indicates that the tax office does not hold any shares of Nl"h. The main brought is that the name of Nl"h - Chambers tax assets - suggesting a link between the tax office. Given more than what was said on - by coming - the power of the Histadrut and the tax bureau, Editor - Dean Ben - Haim, another procedure (Appendix B respondents), according to which the tax bureaus of buildings were previously borrowed Mnl"h. On -- According to tests, which stood above, this fact is not possible to anchor the conclusion that to raise the screen between the tax office and Nl"h. Moreover, these things no reference to the relationship between welfare fund and the tax office. On the contrary: Appendix B, respondents above response ends at the point where turns Editor - Ben Dean - live in today, having set up welfare fund. This state did not laid claim that infrastructure has to lift the screen between the Office of Tax and Welfare Fund.
(C) If so, the discussion focuses on the relationship between welfare fund and the Histadrut. Material presented respondents no clear answer about the nature and substance of these relations. There is no material to establish the foundations necessary to perform Curtain or in determining that the existing relationship between these corporate mission. Indeed, the cost of the material that the Histadrut itself is a welfare fund shares. More than the stuff that companies holding shares of the welfare fund company has employees. Even some of the oil companies - company loyalty and company employees, investment fund company employees - including that the company has employees in touch. The material also indicates that relationships exist between some of the companies holding shares of the welfare fund, and that there is a structure of cross-holdings between companies. More than the material that is a support center in control of company employees, the Histadrut and mixed under the direction of association "impetus for growth."
I'll add more, because the basic documents of the company employees that the company's major institutions working in - General Conference, the Council and administration - are the institutions of the Histadrut, and the administration choose the institution's operation company employees, is the Executive Board (Articles 21 (a) (7) and 21 (b) (2) Statute of company employees). Executive Committee subject to the provisions of the administration (Article 21 (b) (3)).
But these data also Vatllachdm together, do not teach that in practice the welfare fund of the Histadrut is managed - by the Histadrut itself, or even that it is actually run - by company employees. These data do not indicate that the Histadrut
Company employees or the general rule in welfare fund is a liar and welfare in their hands, or that revoked her will power. They do not teach about it, Slhstdrot general or company employees have the ability to fund welfare and effective control. In fact, the material before us does not cost any conclusion regarding how to manage Fund's actual welfare. It is also clear that, if five - ten directors appointed welfare fund in early 1996 (see Appendix C application available to appeal) are directors or officers or with the Histadrut workers. The data do not indicate what became profits Welfare Fund's assets and who decides that. On - yes, I do not think that the respondents assumed that evidentiary foundation sufficient to underpin an informed determination that raise the screen between the Histadrut and the welfare fund, or that there are relationships between these bodies and mission. Meanwhile, there is no data to establish even Curtain or mission relationships between company employees and Welfare Fund.
Wake, that this conclusion does not change after reviewing the report of the Comptroller introduction Histadrut regarding Nl"h, Appendix B '1 respondents. In question is a document from 1992. Although this document discusses how managed Nl"h actual relationship between the Histadrut and the Bureau The tax, however there is no dispute that since the submission of the application to substantive changes have occurred in the bend at Nl"h, both in terms of building maintenance, both in terms of identity management company and in terms of company goals. This state, I do not think that things Histadrut comptroller's report to change the conclusion .
5. Wake edge things, that claims that the Histadrut-organized manner that has the principle of abuse because the legal personality to avoid creditors, and that the Histadrut-organized manner that constitutes "a thin funding," not laid any foundation. There is no shred of evidence before me that there is something non - is a legitimate organization of the Histadrut. Therefore, there is no basis in front of me that these grounds for lifting the total are held in this case. It would be better for them than the respondents had avoided such a serious claim on the basis of such poor vision.
Which - on - yes, Dean appeal to be accepted. Curve gave the order - court Kama message - idling. Respondents who wish to bear costs NIS 10,000.
Given today, as' Adar II תשנ"ז (2/4/1997).
Mini - Ratio:
* Companies - separate legal personality - cluster companies
Where the curve is asked of the companies that owned property claim against the other cluster - Curtain between cluster companies - relationships between companies cluster mission - factual elements are required - time for them.
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ADVOCATE ISRAEL
