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The plaintiff (=pl) invented a game and entered an equal partnership with the defendant (=def) to sell its rights to a company. Def was to market the game to a specific international company, whose CEO is a friend of his. The company ended up rejecting the game. In light of the failure, pl wants to end the partnership and market the game to a smaller Israeli company which requires less marketing for a smaller profit. He is willing to pay def only 20% of profits, as his special value was in regard to that one company. Def responded that he is not responsible for the failure and wants to continue under the original conditions, marketing the product to other large companies.
Ruling: Pl cannot claim mekach ta’ut (misrepresentation) that voids an agreement despite the importance of def’s claim to a strong connection with the company. The relationship seems to exist; the company’s rejection of the product does not disprove that claim. There is also no indication that def’s work was deficient. Even if it was, that would not be grounds for more than possible reimbursement, but not of voiding a properly formed partnership.
Pl’s assertion that he is the sole owner of the product who controls its destiny despite his agreement to share profits with def is wrong because of the following reasons: 1) Def took part significantly in designing the game. 2) Def invested in it. 3) Equal sharing of profits is generally a sign of a qualitatively equal partnership.
Was the agreement binding? A kinyan of the object of a partnership makes the agreement binding, but this does not occur when artisans agree to do work as partners (Shulchan Aruch, CM 176:1-3). There is significant halachic debate as to whether an idea can be owned and traded like an object, but even if it cannot, the Shulchan Aruch (ibid.) brings an opinion that such agreements do not need a kinyan. In general, when two parties intended to have a partnership, it is proper to look for halachic justification of its mechanism (see Maharshach II, 229).
The disagreement over how to market the product at this point resembles the following halacha. If one partner wants to sell fruit immediately and one wants to age it and sell it later for more, we sell it right away (if it is a reasonable time to do so) (Shulchan Aruch ibid.:14). Therefore, since it is easier and reasonable to market it in Israel, pl can do so. There is no indication that the agreement had been to market the product only abroad.
If a party wants to dissolve a partnership for which no set time had been set and it is not feasible to split it, it is sold to a third party and they divide the proceeds (ibid.:16). While it is better to give one an opportunity to buy out his partner (Shach 176:29), this is only if the buying party is willing to pay the full value of half the business immediately.
P'ninat Mishpat (829)
Rabbi Yosef Goldberg
16 - When a Couple Both Want the House After Divorce
17 - Partnership in a Corporate Venture
18 - Securing Confidential Information
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P'ninat Mishpat P'ninat Mishpat: Dividing Parents’ Resources when Mother Still Alive
based on ruling 82017 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'ninat Mishpat: Multiple Agreements and Parties – part III
based on appeal of ruling 80082 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'ninat Mishpat: Problematic Lights?
based on appeal of ruling 84085 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'ninat Mishpat: Did Any Furniture Go to the Buyer? – part II
based on ruling 84093 of the Eretz Hemdah-Gazit Rabbinical Courts
Kuzari -Rabbi Ari Shvat Kuzari class 8- "Answering Questions on the Kuzari's Proof from Mass Revelation
Rabbis in Midrash
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Kuzari -Rabbi Ari Shvat Kuzari class 9 - "Seeing is Believing" (parag. 21-30)
These paragraphs elaborate on the theme that seeing and knowing is better than any attempt to prove logically, and begins explaining the difference between Israel and gentiles.
Ein Aya Various Universal Stages of the Geula Process
Rav Kook examines the various stages of redemption, explaining how (in addition to the obvious oft-mentioned stages of ingathering the exiles, reviving the Hebrew language, army, state etc.) the messianic dream of world prosperity, the State of Israel and world unity can and are realistically and logically gradually coming true.
Kuzari -Rabbi Ari Shvat Kuzari class 8- "Answering Questions on the Kuzari's Proof from Mass Revelation
How do we know that the "claim" of mass revelation to 2,000,000 witnesses at Mt. Sinai is really true? This important class answers all of the questions skeptics ask about this claim of the Kuzari.
Ein Aya Armies Still Necessary for Balance & the War Against Wars
Rav Kook explains why the world was originally divided into the various seemingly contradicting ideologies and cultures, in order to develop each one respectively. Swords or armies symbolize how each respective ideology defends themselves, as well as deters their opposing ideologies and cultures. On the other hand, the messianic era will be one of peace, and Rav Kook explains the transition to that stage, which mankind is already undergoing.
The Land of Israel LGBT'S IN ISRAEL
The question was asked, how can one make Aliyah with the LGBT parades?
Kuzari -Rabbi Ari Shvat Kuzari class 7 - Five Accumulative Proofs of G-d
As a preparation for the Kuzari's classic proof of G-d from the mass-revelation at Sinai, we start here with 5 other directions to strengthen our belief which also contribute to what the Kuzari will present as well.
Ein Aya Muscle & Meaning: The Dual Nature of Gevurah (Physical Strength)
Is physical strength and fitness a necessity or an ideal? Although it if often totally overlooked among topics of Judaism, Rav Kook writes that it clearly is also a necessity to deter the many enemies of Israel, but even in Y'mot HaMashiach, in the Messianic era, to a certain extent, it's ideal continues even after our enemies will have been finished off.
