This case addresses whether signing a “Purchase Request” for a contractor-sold apartment constitutes a binding contract. A couple signed such a request and paid a deposit for a garden apartment in the “Savionei HaGiv’a” project, but were later informed their request was denied due to planning changes. They argued bad faith and sought to enforce the sale. The court rejected their claim, emphasizing that the purchase request clearly stated it required the company’s written approval, which was never given. The ruling underscores the legal weight of clear contractual language, especially in pre-contractual stages.

Edited by Adv. Ron Ben Ezra and Chen Wachs

In this article, we review a decision by the Haifa District Court, delivered by Judge Ahsan Kanaan. The case involved a request for a temporary injunction that would bar the selling company—Africa Israel Residences Ltd.—from marketing a garden apartment in the “Savionei HaGiv’a” project in Kiryat Ata. The request was filed alongside a lawsuit seeking enforcement of a sales agreement for the same apartment.

Case Background:

This case centers on a couple’s attempt to block the resale of a garden apartment they believed they had purchased from a developer.

On February 17, 2025, the couple signed a Tofes Harshama (purchase request) and paid a deposit. They began arranging financing through a contractor loan. Later, they realized the request was conditional on the company’s written approval—and if not approved, their deposit would be refunded. They also acknowledged a clause requiring them to sign a sales contract within 14 days—by March 4, 2025—unless the company rejected the request.

On March 2, the developer’s agent sent them full details of the apartment. By March 23, they secured preliminary loan approval and passed it along. But a month later, on April 23, the company informed them their request had been denied due to changes in the project plans.

The couple claimed that this was done in bad faith to raise prices and asked the court to enforce the sale and block the apartment from being resold. The company argued no contract existed, since the request was clearly subject to written approval, which was never given.

The Legal Arguments:

The couple argued that their signed purchase request and NIS 26,950 deposit (1% of the apartment’s price) created a binding deal—or at least gave them a reasonable expectation the sale would go through. They claimed the company acted in bad faith by rejecting the request just to raise prices and boost profits.

The company disagreed, stating that there was no binding contract because it had never provided written approval, and no sale agreement had been signed. The purchase request, they argued, was just part of early negotiations, not a formal offer. Without written approval, there was no deal.

The company also stated that the couple failed to demonstrate that they’d suffer real harm if the injunction were not granted, while the company itself could face serious, irreversible damage. They added that if the apartment is later sold at a higher price, the couple could still sue for damages instead.

The central issue was whether the purchase request created a binding contract. This raised two key legal questions:

1. Does a signed purchase request constitute a binding contract, or is it a unilateral offer dependent on the company’s written approval?
2. Can the company’s silence or delay in rejecting an offer be interpreted as acceptance, thereby forming a binding agreement?

Court Decision:

The Haifa District Court rejected the couple’s request for a temporary injunction. It ruled that the company’s silence for 14 days did not mean automatic approval or a binding contract—especially since the purchase request clearly stated that written approval was required, and none was given.

The court referred to Section 4(1) of the Contracts Law (General Part), 1973, which states that an offer expires if the offeree rejects it or the time for acceptance passes. It also cited Section 6(b), which invalidates any clause claiming that silence constitutes acceptance.

The court relied on clauses 8.1 and 8.2 of the purchase request. Clause 8.1 stated that the request was “subject to company approval, at its sole and absolute discretion,” and that if not approved, all payments would be refunded at their nominal value and the applicant would have no claims against the company. Approval would only occur with written confirmation or by signing a sales contract in the approved format at the project’s sales office, whichever came first.

Clause 8.2 required the applicant to sign the approved contract within 14 days, unless the company rejected the request in writing by then. If the applicant didn’t sign, the company could treat this as a withdrawal, voiding the request and forfeiting the deposit to cover expenses.

The court also noted that, similar to previous rulings, no technical specifications were attached to the request, and the deposit was relatively small, just 1% of the apartment price.

In the court’s words, “the rules were clear.” The couple knew that there was no deal without written approval, which had to be given in accordance with clause 8.1. They also knew the company could reject the request for any reason, and they would have no grounds for complaint. Even if the company was motivated by profit, that alone didn’t amount to bad-faith negotiation because the terms were explicitly spelled out.

This decision underscores the importance of clear, written terms in a purchase request. A well-drafted request sets clear expectations for both parties and helps prevent future legal disputes.