Shabbat Parashat Vayigash 5786

P'ninat Mishpat: Multiple Agreements and Parties – part III

Case: The plaintiff (=pl) worked on a “Tama 38” building project (refurbishing and expanding a building in return for rights to the new apartments) on behalf of def1, who had rights over the project. Later, def1 formed a partnership (=def) with her lawyer (=def2) and def3, and pl helped them get the homeowners and municipality to accept the building plan. The building has not been done yet. Pl was involved in four agreements – sales agreements to buy a new apartment at a subsidy and fee agreement, each initially with def1 and later ostensibly with def. Pl demands his fee; def has various claims against the agreements – lack of necessary signatures, pl’s breach of agreement. [Beit din accepted all of the agreements, as discussed in previous installments, and def appealed. We will present the points of the appeal that were granted.]

Ruling: Second fee agreement: Beit din concluded that the agreement, when completed without def3’s signature was invalid, but that def3’s behavior confirmed his acceptance of the agreement. We disagree. From communications between pl and def3, it is clear that what def3 helped pl with was a document that def1 and def2 would view as obligatory, so that def2 would give def1’s money to pl. Had def3 agreed to obligate def, he would have just signed the agreement, which he told pl that he refused to do. Indeed, this was a dishonest maneuver of both pl and def3. This is different from the situation regarding the second sales agreement, as promoting that agreement must by force affect all the partners of def, so that def3’s participation shows his agreement. Beit din also relied on def’s meeting minutes, which served as a way to accept the fee agreement. However, there is no indication, including the signature of someone other than def3, that def3 was part of the meeting’s decision. (Parenthetically, def claimed that the fee in the agreement is exaggerated, but this is not needed operatively because we have rejected the agreement’s validity anyway.)

First fee agreement: Beit din reasoned that even though the second fee agreement is invalid, it is clear that pl needs to be paid for the work he did, and therefore one can rely on the first fee agreement between pl and def1. However, we do not accept the validity of that agreement because pl’s signature does not appear on it. Therefore, we are left with the sales agreement, which gives pl a significant discount on an apartment. Beyond that, we return the matter to beit din to determine what other further fee pl is entitled to.

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