Moshe Yanai, Rachel Yanai, and Michal International Investment LLC v. Zack Keinan, Individually and as General Partner of Scintilla Holdings, Ltd.; Scintilla Holdings, Ltd., as General Partner of Scintilla Fund, L.P.; And Boaz Toshav, 2584CV00565-BLS2

Moshe and Rachel Yanai pledged their membership interests in Michal International Investment LLC (MII) as collateral for loans totaling $38.2 million from Scintilla Fund, L.P., with an outstanding balance of approximately $33 million.
The Scintilla Fund asserted that multiple “Events of Default” occurred, including failure to pay proceeds from asset sales and missed payments, entitling it to exercise control over MII and sell the pledged interests.
The Fund removed Moshe Yanai as Manager of MII, appointed Boaz Toshav as replacement, and scheduled a public sale of the Yanais’ ownership interests.
The Yanais sought a preliminary injunction to block both the change in corporate control and the planned sale, alleging the sale process was not commercially reasonable.
The court addressed several gatekeeping issues, including service of process, personal jurisdiction, forum selection, and necessity of parties, before reaching the merits of the motion.
Ultimately, the court granted a preliminary injunction to prevent the sale for now but allowed the Fund's ongoing control of MII to stand.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Service of Process	Service sufficient as all Defendants had actual notice.	Service not compliant; action cannot proceed.	Service authorized nunc pro tunc; action can proceed.
Personal Jurisdiction	MA courts have jurisdiction due to business and security in Massachusetts.	No personal jurisdiction; ties are insufficient.	Jurisdiction proper; sufficient business contacts exist.
Forum Selection under Pledge Agreement	MA is proper forum as Pledge Agreements specify MA law & jurisdiction.	Action must be brought in Israel under Facility Agreements.	MA is proper; Pledge Agmts lack exclusive Israeli forum.
Commercial Reasonableness of Sale	Planned sale is not commercially reasonable; violates Pledge & UCC.	Sale process meets requirements; Fund lawfully assert rights.	Sale process not reasonable; injunction granted.
Fund’s Right to Control MII	Removal of Yanai and control by Fund improper.	Defaults trigger Fund’s right to control per agreements.	Fund acted lawfully in seizing control of MII.
Necessity of Additional Parties	All necessary parties joined; Guarantor not required.	SPV Guarantor must be joined for action to proceed.	SPV Guarantor not necessary for adjudication.
Motion to Strike Reply Declarations	Reply declarations are proper response to new defenses raised.	Should be struck as improper and prejudicial.	Motion to strike denied.

Tatro v. Manor Care, Inc., 416 Mass. 763 (Mass. 1994) (defining "transacting business" for MA's long-arm statute and specific jurisdiction)
Good Hope Industries, Inc. v. Ryder Scott Co., 378 Mass. 1 (Mass. 1979) (discussing continuing obligations and jurisdiction)
Lightlab Imaging, Inc. v. Axsun Technologies, Inc., 469 Mass. 181 (Mass. 2014) (standard for granting injunctive relief)
Packaging Indus. Group, Inc. v. Cheney, 380 Mass. 609 (Mass. 1980) (balancing harm and likelihood of success for injunction)
Weiler v. PortfolioScope, Inc., 469 Mass. 75 (Mass. 2014) (elements and standards for tortious interference with contract)
Loyal Order of Moose, Inc. v. Board of Health of Yarmouth, 439 Mass. 597 (Mass. 2003) (economic harm and irreparable injury standard for injunction)
Billings v. GTFM, LLC, 449 Mass. 281 (Mass. 2007) (standing and authority for LLC members to bring suit)