## Facts

- Eliahu Lindoar (plaintiff) and Jacob Ringle (defendant) entered into a contract under which Ringle agreed to purchase several million shares of a company for approximately $740,000.
- The purchase price was to be paid in three installments: the first on the date the contract was signed, and the second and third on later specified dates.
- Ringle paid the first installment but failed to make the second and third payments.
- The contract provided that if Ringle failed to pay the second or third installment, he was required to return the shares to Lindoar and forfeit the amount already paid as the first installment.
- The contract also stated that Lindoar was free to file a complaint seeking any relief and damages for the injury sustained due to Ringle’s failure to pay.
- Lindoar sued Ringle seeking specific performance, asking the court to order Ringle to fulfill the contract by paying the unpaid installments.
- The district court dismissed Lindoar’s claim for specific performance.
- Lindoar appealed the dismissal to the Supreme Court of Israel.

## Issues

1. Did the contract’s return-of-shares and forfeiture clause, triggered by nonpayment of later installments, constitute an exclusive remedy that barred Lindoar from seeking specific performance requiring payment of the remaining installments?
2. What effect did the contract’s language allowing Lindoar to seek “any relief and damages” have on the availability of specific performance?

## Decision

- The Supreme Court reversed the district court’s dismissal of the specific performance claim.
- The Court concluded that the contract did not clearly limit Lindoar to the return-and-forfeiture mechanism as the only remedy for nonpayment.
- The Court relied on the agreement’s additional language preserving Lindoar’s ability to pursue “any relief and damages” as inconsistent with an intent to make the return-and-forfeiture provision exclusive.
- The case was remanded for further proceedings consistent with the Supreme Court’s interpretation of the contract’s remedial terms.

## Legal Principles

- A contractual provision describing a remedy for breach will not be treated as the sole remedy unless the agreement clearly indicates exclusivity.
- A return-of-property and forfeiture arrangement can operate as a contractual consequence of default without, by itself, eliminating other remedies for breach.
- When an agreement states that the injured party may seek “any relief” (and damages) for harm caused by breach, that language supports allowing the injured party to pursue remedies beyond the contract’s default mechanism, including enforcement of the payment obligation.
- Courts interpret remedial clauses in light of the full agreement, reading provisions together rather than treating one clause as silently canceling another.

## Conclusion

In *Lindoar v. Ringle*, the Supreme Court of Israel held that a shares-purchase agreement clause requiring the buyer to return the shares and forfeit the first installment upon nonpayment of later installments did not clearly restrict the seller to that remedy, particularly where the agreement also preserved the seller’s right to seek “any relief and damages,” so the dismissal of the seller’s specific performance claim was reversed and the matter remanded.


Lindoar v. Ringle, CA 2454/98, 65(1) PD 225 (2001)