F.I.F.A. – Commissione per lo Status dei Calciatori (2014-2015) – controversie tra società – ———- F.I.F.A. – Players’ Status Committee (2014-2015) – club vs. club disputes – official version by www.fifa.com – Decision of the Single Judge of the Players’ Status Committee passed in Zurich, Switzerland, on 10 March 2015, by Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club, Club A, Country B as Claimant / Counter-Respondent against the club, Club C, Country D as Respondent / Counter-Claimant regarding a contractual dispute between the parties relating to the player E

F.I.F.A. - Commissione per lo Status dei Calciatori (2014-2015) – controversie tra società – ---------- F.I.F.A. - Players' Status Committee (2014-2015) – club vs. club disputes – official version by www.fifa.com – Decision of the Single Judge of the Players’ Status Committee passed in Zurich, Switzerland, on 10 March 2015, by Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club, Club A, Country B as Claimant / Counter-Respondent against the club, Club C, Country D as Respondent / Counter-Claimant regarding a contractual dispute between the parties relating to the player E I. Facts of the case 1. On 30 July 2014, the club from Country B, Club A (hereafter: the Claimant / Counter-Respondent), and the club from Country D, Club C (hereafter: the Respondent / Counter-Claimant), concluded a transfer agreement for the transfer of the Player E, from Club A to Club C. 2. Art. 2.1 of the transfer agreement reads as follows: “The Player’s transfer depends upon both (i) the approval of the Player in the medical examination to be carried out by Club C in Country D immediately upon signature of this Transfer Agreement and (ii) the execution of a professional football player employment agreement between Player and Club C, pursuant to the laws of the Country D and FIFA applicable rules.” 3. In accordance with art. 3.2 of the transfer agreement, Club C would pay Club A the amount of EUR 4,500,000 “without any deduction” as follows: i) EUR 2,000,000 “upon fulfilment of the condition precedent established under Section 2.1 above and receipt of the proper invoice by Club C.” ii) EUR 500,000 on 15 December 2014; iii) EUR 2,000,000 on 15 July 2015 4. In the Transfer Matching System (TMS), the date for the payment of the first instalment was set on 18 August 2014. 5. Furthermore, art. 3.3, 3.4, 4.2 and 4.4. of the transfer agreement read as follows: Art. 3.3: “Issuance of the ITC; Upon timely payment of the first instalment of the Transfer Fee, Club A shall immediately authorize the Football Federation of Country B to issue the ITC of the Player in favour of Club C.” Art. 3.4: “TMS; The Parties undertake to insert the relevant data concerning this transfer agreement into FIFA Transfer Matching System immediately upon fulfilment of the condition precedent established under Section 2.1. above.” Art. 4.2: “In case of default by Club C in the payment of the Transfer Fee, it shall be liable for the payment of a non-compensatory penalty corresponding to 15% (fifteen percent) of the due and unpaid amount to Club A, without prejudice of Club A claiming further losses and damages that can be evidenced.” Art. 4.4: “All the penalty fees shall be paid immediately upon the date of the relevant event and interest on such sum shall be applicable from due date until the date of effective payment, at a rate of 8% (eight per cent) per annum.” 6. The transfer agreement does not refer to any bank account, however, in TMS, Club A entered the following banking details: Bank name: XXXXX Account holder: Club A Account number: XXXXX BIC/SWIFT: XXXXX IBAN: XXXXX Bank Address: XXXXX 7. On 17 August 2014, the player passed a medical examination and signed an employment contract with Club C. As a result, on the same day Club A sent an invoice dated 14 August 2014 to Club C asking the latter to pay the amount of EUR 2,000,000 to the following bank account in the Country F: XXXXX. However, Club A indicated that Club C did not proceed with the relevant payment. 8. Also on 17 August 2014, Club C entered the transfer instruction into TMS to engage the player permanently from Club A. 9. On 18 August 2014, Club A sent a default notice to Club C requesting the payment of EUR 2,000,000 within 72 hours. 10. On 21 August 2014, Club A entered a counter-instruction into TMS to release the player permanently and, after various “matching exceptions” were resolved, including one related to an “instalment mismatch”, the International Transfer Certificate (ITC) was requested by the Football Federation of Country D on 22 August 2014. 11. Club A explained that when entering the counter-instruction into TMS it realised that Club C had uploaded various letters by means of which it unilaterally tried to amend the content of the transfer agreement. In this respect, Club A provided the following letters of Club C: - “Letter of Attest. First instalment transfer payment” dated 17 August 2014, by means of which Club C indicated that since “the transfer agreement doesn’t show any date to be introduced in the TMS for the first payment only the section 3.2 (i) of the transfer agreement should be amended as follows: 2,000,000 (two Million Euro) to be paid in three (3) business days after the ITC issue. It means, this payment should be executed by no later the date of 30th August 2014.” - Letter dated 19 August 2014 indicating that Club A’s letter of 18 August 2014 “doesn’t show any contact details (neither fax nor E-Mail) of the presidential department from which the said document was issued. The Club thereby is trying to influence the release of the player and the ITC issue with the penalties conditions and with time limit. A Such provisions is contrary to the principal of Article 9 of the FIFA Regulations (…) should be considered null and void. (…) Club C did always and still does accept and agree to pay to the first payment (…) within the following 72 hours of the ITC issue as certified in the letter of attest and uploaded as a mandatory document of acknowledgement.” Also, Club C stated that it would be in a position to pay the first instalment by 24 August 2014 “if the Club A will be able to fulfil its obligations to enter the instruction to release the player and to do so by the Football Federation of Country B when the delivery of the ITC by the same day.” - Letter 20 August 2014 in which Club C, inter alia, stated that the ITC is free of charge while reminding Club A that it must enter the relevant counter-instruction into TMS. Also, Club C referred to the fact that the banking details are “a mandatory field to proceed the first payment when the ITC will be issued.” 12. On 22 August 2014, Club C sent an email to Club A stating that in accordance with the FIFA Regulations on the Status and Transfer of Players, the beneficiary of the bank account should be Club A, asking the latter to send its “own banking details (Name of bank or bank code; Account number or Iban; Bank address; Account holder) should match with the banking details of the instructing counter club (Club A).” 13. On 27 August 2014, the ITC was issued by the Football Federation of Country B to the Football Federation of Country D. 14. On 30 August 2014, Club C referred to art. 18bis of the Regulations and held that “third-party accounts are not permitted”, requesting an invoice from Club A with several requirements, which, according to Club A, were “not previously agreed.” In particular, Club C requested again the “own banking details (Name of bank or bank code; Account number or Iban; Bank address; Account holder) which should match with the banking details under which this bank account is registered in the TMS system.” Also, Club C requested that the exact amount to be paid as well as the date of such payment was indicated. 15. On 1 September 2014, Club A sent another invoice for EUR 2,000,000 indicating the bank account in the Country F (cf. par I./7. above) as beneficiary, whilst outlining that Club C already had its bank details since 17 August 2014 and that, according to TMS, the first payment should have been made on 18 August 2014. 16. On 2 September 2014, Club C held, inter alia, that the amount indicated in the invoice was incorrect since 5% solidarity contribution should be deducted, asking Club A to send an invoice for EUR 1,900,000. 17. Also on 2 September 2014, Club A, “for the sake of expeditious settlement”, sent an invoice for EUR 1,900,000 with the earlier-mentioned bank account in the Country F, whilst outlining that “nothing in this communication or in the invoice can be construed as an acceptance by Club A of Club C arbitrary, procrastinating and unlawful requests.” 18. On 3 and 4 September 2014, Club C informed Club A that the latter did not fulfil its obligations with regard to the bank details, stating that the account holder is missing. Equally, Club C asked Club A to provide the “TMS Report of the relevant transfer which contains proof of banking details of the beneficiary to ensure compliance with the account holder”, whilst stating that it will not be responsible for any delay caused by Club A’s negligence. 19. Also on 3 September 2014, Club C requested the FIFA TMS Helpdesk to verify Club A’s banking details stressing that “the bank details should match with the banking details under which the bank club account is registered in the TMS System.” 20. On 5 September 2014, the FIFA TMS Helpdesk informed Club C that FIFA TMS does not confirm whether or not banking details entered by a club are correct and that it is the responsibility of the two clubs to communicate with one another in order to get the correct banking details. 21. On 8 September 2014, Club A wrote to FIFA TMS stating that Club C deliberately created a “bank account saga” asking FIFA TMS to open an investigation. 22. On 10 September 2014, Club C informed Club A that the latter had negotiated the transfer agreement in bad faith, that there was a conflict of interest, that it disclosed confidential information and that it had not complied with the request of Club C to provide the “TMS report details” or Club A’s own banking details. Also, Club C indicated that it would comply with its obligations “upon requirement of the invoice and the banking details be “satisfactory” to ensue the compliance of FIFA TMS and Club C bank.” 23. Also on 10 September 2014, Club A requested Club C to immediately pay the relevant instalment as well as the amount indicated in the penalty clause in art. 4.2 of the agreement “in line with the invoices dated 14 and 31 August 2014 and in line with the information provided and matches via ITMS.” 24. On 11 September 2014, Club C questioned the authenticity of the bank account indicated by Club A in its invoice, refusing “any fictive banking account not belonging to Club A as beneficiary.” Club C stated that it would pay when obtaining the correct bank details of Club A. 25. On 12 September 2014, Club A provided Club C with “detailed and comprehensive information” providing its bank account details in Country B as well as those of its intermediary bank in Country F, explaining that the different details in TMS are explained by the “limitation in characters in the bank information section within TMS,” and asking Club C to pay before 16 September 2014. The information provided by Club A is the following: Bank name: XXXXX BIC/SWIFT: XXXXX Branch: XXXXX – Adress: Account : XXXXX Account holder (Beneficiary): Club A Intermediary Bank: XXXXX 26. On 14 September 2014, Club C indicated that it would consider “with good faith that Club A is the real beneficiary”, however, explaining that Club A’s bank account seems “Non-standard with Our BANK form. Your banking details seems complicated with more than switch bank and different banks”. Therefore, Club C requested Club A to fill in “a form of the Bank of Country D” of Club C’s bank as well as to provide its IBAN. Finally, Club C informed Club A that it would use the private bank account of a board member to pay and that it would pay by no later than 25 September 2014. 27. On 18 September 2014, Club A replied to that letter informing Club C that i) it had provided all the information, ii) that it was under no obligation to fill out any form as the administrative procedures are clearly Club C’s duty, and iii) that the relevant bank is located in Country F, which is not signatory of the IBAN. Nevertheless, for the sake of settlement, Club A indicated that it had provided details of a bank in Country G as an alternative, as “another option of corresponding bank of XXXXX in Country G.” 28. On 20 September 2014, Club C replied stating that the requirement of the account holder of the bank in Country G is missing and that therefore Club C’s bank “isn’t in a position to verify the correct identity of the beneficiary relating to the banking details provided, to understand fully the nature of the specific transaction, particularly when proceeding electronic payment (Wire transfer).” Also, it again requested Club A to fill out the bank form. 29. On 23 September 2014, Club A sent a final notice to Club C. 30. On 30 September 2014, Club C informed Club A that in Country B all bank accounts have an IBAN number, submitting in this respect documents in the language of Country B, and that Club A had failed to fill out the form and had not provided the IBAN. 31. On 21 October 2014, Club A lodged a claim in front of FIFA against Club C, requesting the following payments: - EUR 2,000,000 regarding the first instalment; - EUR 300,000 as a penalty fee (15% of EUR 2,000,000) - 5% interest as from 19 August 2014 over the total amount. - Reimbursement of the advance of costs 32. In particular, Club A held that all conditions for the payment were met: i) the player passed the medical exam, ii) the player signed an employment contract, and iii) an invoice was issued. 33. As to the invoice, Club A stressed that it was sent on 17 August 2014, but since such date was a non-working day, the payment should and could have been made on 18 August 2014. In any case, in the unlikely event that the Players’ Status Committee (PSC) would find the invoice of 17 August 2014 not in compliance with the agreement, in the worst-case scenario, Club C should have paid on 2 September 2014 when it was furnished with the third invoice. Finally, Club A pointed out that Club C, in its letter dated 14 September 2014, indicated that a third party would make the relevant payment, this, in Club A’s view, being clear proof that Club C faced financial difficulties. 34. In its reply and counterclaim dated 18 December 2014, Club C held that the claim of Club A should be rejected for the latter’s “failure to obey the requirement to identify the identity of the beneficial owner.” 35. Club C held that Club A had commenced the proceedings in front of FIFA before having met its own obligations; in particular, Club A failed to submit the missing bank details (IBAN) and failed to fill out the “Debtor form of the Bank of Country D”. In this respect, apart from not providing the correct bank details, Club A pressured Club C to make payments into an “inauthentic off-shore bank account to be shared by the Third-Parties on Players ownership parties [hereinafter: the TPO parties], which are as follows: Club A owing 50% of the economic rights player, Company X owing 35% of the economic rights of the player and Company Y owing 15% of the economic rights of the player.” In this respect, Club C submitted internet extracts regarding the alleged TPO issue. 36. Hence, Club C is of the opinion that Club A acted in bad faith to share the first instalment of the transfer fee, by using an off-shore bank account with the TPO parties. Club C stressed that there is no provision in the transfer agreement that creates a right for a future unnamed beneficiary, nor does the transfer agreement contain the pertinent bank details of Club A and Club A failed to provide all the relevant information. In this sense, Club C is of the view that if the creditor refuses to issue the missing bank information, it must return the “bank form of the Bank from Country D” dully filled out with the assistance of the beneficiary bank, otherwise the debtor may withhold the performance, since the creditor is in default. 37. Furthermore, Club C held that: i) Club A misused TMS and declared false information; ii) Club A breached art. 29 par. 1 of the FIFA Players’ Agents Regulations; iii) “the TPO Parties acted together to inflate the price of the player just prior to the transfer by using rumors and then sell the economic rights of the player with an unfair pump high price (almost double) contrary to what it should calculate as fair market value. This is an example of transfer fraud.” iv) Club A breached art. 18bis of the Regulations, art. 8.1.3 of Annexe 3 of the Regulations and art. 5 par. 3 of the Procedural Rules. v) Club A breached the culpa in contrahendo principle by intentionally misinforming it of essential elements of the contract. vi) Club A breached art. 5 of the “2004 DR” by influencing the progress and/or the result of the player performance to gain an undue advantage for themselves or a third party. 38. Moreover, Club C held that in relation to the first payment, it encountered matching exceptions because the dates should be inserted into TMS and Club A failed to show any cooperation in that respect. 39. Club C then made a submission on the liability for “Failure to complete EFT transactions”, referred to the TPO issues and connected the player’s poor performance with match-fixing; “the liability and the influence of the third party could be served to monitoring the player actually on the field to intentionally underperform (…) the present dispute at stake shows obviously the inducement of the TPO, included the former club, on the bad sporting performance of the player because the TPO owe certain percentages of the player’s rights.” 40. Also, Club C referred to the concept of solidarity contribution, in particular stating that the phrase “without any deduction” in the transfer agreement cannot be recognized, and that it had accepted this in error. 41. In summary, Club C deemed that Club A breached the transfer agreement, asking the PSC to declare the agreement null and void for reasons of i) fraud, errors, frustration, deceit (…) ii) its terms are impossible, unlawful and immoral, and iii) there is an unfair advantage since there is a clear discrepancy between the market value of the player and the disproportionate sale price of EUR 4,500,000. Also, Club C requested the PSC to allow it to withdraw from the agreement in accordance with art. 102, 107 and 108 of the Swiss Code of Obligations. In any case, Club C indicated that it repeatedly asked for performance of the agreement and received the same answer over and over from Club A. Therefore, Club C stated that is not in breach and that no compensation is due to Club A. 42. Finally, Club C lodged a counterclaim requesting “restitution of any performance already made.” In particular, it requested that the player must rejoin Club A to mitigate the damage caused to ”the injured”, as well as the following: a) EUR 3,660,000 as damages and Club A must replace the player; b) Club A must pay the player “overpay salary” of USD 400,000; c) EUR 500,000 for damages caused for influencing the bad performance of the player; d) EUR 300,000 as the 15% penalty due to a lack of co-operation in order to enable the debtor to perform; e) USD 200,000 for travel, hotel accommodation and other expenses; f) 5% interest as from 28 August 2014. 43. On 8 January 2015, Club A increased its claim with EUR 575,000 (i.e. the second installment of EUR 500,000 plus EUR 75,000 regarding the penalty clause) plus 5% interest as from 16 December 2014. In this respect, Club A provided an invoice for EUR 500,000 indicating the bank account in Country B and the intermediary bank in Country G (cf. par. I./25. + I./27. above). 44. In reply to the counter-claim lodged against it, Club A stressed that Club C is just creating fiction in order to avoid paying the transfer fee. Also, Club A reiterated that it sent the correct bank details and provided other transfer agreements to indicate that the bank accounts of Country G and Country F are often used by Club A to receive transfer compensation. As to the TPO, Club A denied that the final beneficiary of the transfer fee was a third party, as it was Club A’s own bank account. 45. In reply to the amended claim, Club C reiterated its previous position and in relation to the TPO issue, referred once more to art. 18bis of the Regulations. Club C also added that Club A is trying to enrich itself unjustly, referring to the concept of moradebitoris and insisted that Club A was the one causing the delay. II. Considerations of the Single Judge of the Players’ Status Committee 1. First of all, the Single Judge of the Players’ Status Committee (hereinafter: the Single Judge) analysed which edition of the Procedural Rules were applicable to the matter at hand. In this respect, he referred to art. 21 of the Rules Governing the Procedures of the Players’ Status Committee and the Dispute Resolution Chamber (edition 2014) as well as to the fact that the present matter was submitted to FIFA on 21 October 2014, thus after 1 August 2014. Therefore, the Single Judge concluded that the 2014 edition of the Rules Governing the Procedures of the Players’ Status Committee and the Dispute Resolution Chamber (hereinafter: Procedural Rules) is applicable to the matter at hand. 2. Subsequently, the Single Judge analysed which edition of the Regulations on the Status and Transfer of Players is applicable as to the substance of the matter. In this respect, he referred, on the one hand, to art. 26 par. 1 and 2 of the 2014 edition of the Regulations on the Status and Transfer of Players and, on the other hand, once again to the fact that the claim was lodged in front of FIFA on 21 October 2014. In view of the foregoing, the Single Judge concluded that the 2014 edition of the Regulations on the Status and Transfer of Players (hereinafter: the Regulations) is applicable to the case at hand as to the substance. 3. Furthermore, the Single Judge confirmed that, on the basis of art. 3 par. 1 and par. 2 of the Procedural Rules in connection with art. 23 par. 1 and par. 3 as well as art. 22 lit. f) of the Regulations, he was competent to deal with the present matter since it concerned a dispute between clubs affiliated to two different associations. 4. The competence of the Single Judge and the applicable regulations having been established, and entering into the substance of the matter, the Single Judge started by acknowledging the above-mentioned facts as well as the arguments and the documentation submitted by the parties. However, the Single Judge emphasised that in the following considerations he will refer only to the facts, arguments and documentary evidence which he considered pertinent for the assessment of the matter at hand. 5. Having analysed all the arguments raised by the parties, the Single Judge observed that, in essence, he had to examine whether Club C had a legitimate reason not to pay the first two instalments of the transfer compensation to Club A. 6. From the documentation exchanged between the parties prior to 10 September 2014, the Single Judge duly noted that whereas Club C initially only claimed that it was impossible to pay Club A the agreed transfer fee due to the alleged difficulties with the invoice and the issuance of the ITC, as of 10 September 2014, Club C also alleged that Club A had negotiated the transfer agreement in bad faith and that there was a conflict of interest. More particularly, and in its submission in front of FIFA, Club C invoked that Club A was part of a group who had acted “to inflate the price of the player just prior to the transfer by using rumors and then sell the economic rights of the player with an unfair pump high price (almost double) contrary to what it should calculate as fair market value. This is an example of transfer fraud.” As a result, the Single Judge will deal separately with the two aforementioned issues. i) Club C’s argumentation in relation to the invoice and the ITC 7. The Single Judge, whilst referring to art. 2.1 and art. 3 of the transfer agreement, pointed out that the first installment of the transfer fee was payable upon the fulfilment of 4 conditions: i) a successful medical examination of the player, ii) the execution of an employment contract between the player and Club C, iii) the issuance of the ITC, and iv) the receipt by Club C of a proper invoice. 8. The Single Judge observed that conditions i) and ii) are not in dispute between the parties; the player appears to have passed the medical examination and he signed an employment contract with Club C on 17 August 2014. As to condition iii), the Single Judge agreed with Club C that, in accordance with art. 9 of the Regulations, the issuance of an ITC cannot be made conditional upon the payment of transfer compensation. However, the Single Judge was keen to underline that Club A had eventually not insisted on receiving the payment of the first installment prior to the issuance of the ITC, as can be noted from the fact that the Football Federation of Country B issued the ITC to the Football Federation of Country D on 27 August 2014, without Club A having received the first installment of the transfer fee. 9. As to condition iv), the Single Judge noted that Club A had sent various invoices to Club C, but that Club C deemed that such invoices were incomplete and incorrect and that therefore Club A itself had not complied with its own obligations under the transfer agreement, reason for which the payment could not be made. Therefore, Club C deemed that it is not responsible for any delay in payment. 10. In this respect, the Single Judge wished to outline that the transfer agreement dated 30 July 2014, which lies at the basis of the present dispute and is the only document on file which has been duly signed by both contractual parties, does not specify anything in relation to Club A’s bank account. The Single Judge observed that the transfer agreement merely stated that Club C “agrees to pay” Club A the transfer compensation in 3 installments. In other words, it is clear for the Single Judge that the parties to the transfer agreement did not agree upon a specific bank account to which the relevant payments should have been made. 11. With due consideration to the above and after a thorough examination of all the arguments raised and all the documents presented, the Single Judge concluded that he could not follow the argumentation of Club C that it was not responsible for the delay in payment; the Single Judge emphasised that Club A was merely requested to send Club C a “proper” invoice and, in the Single Judge’s opinion, Club A had done so on more than one occasion. In this context, the Single Judge wished to reiterate that the transfer agreement did not contain any specific requirement for Club A in relation to their bank details. If Club C would have wished to agree upon a certain specific manner of payment or would have wanted to exclude the possibility that an amount was paid to any other bank account than a bank account in Country B, Club C could have easily proposed to insert a clause to this extent into the relevant transfer agreement. In addition, the Single Judge stressed that it is not uncommon that payments are made to foreign bank accounts and underlined that Club A had proven that it used the bank accounts detailed in the invoices on a regular basis when concluding transfer agreements with foreign clubs. 12. What is more, and at the very least, the Single Judge pointed out that the invoice presented by Club A on 12 September 2014 clearly stated that Club A was the beneficiary of the bank account indicated in such invoice. In this regard, and referring to Club C’s statement that it could still not proceed with the payment, the Single Judge referred to art. 12 par. 3 of the Procedural Rules which stipulates that any party claiming a right on the basis of an alleged fact shall carry the burden of proof. At this stage, the Single Judge stressed that there was no documentation on file which could establish that Club C had tried to pay the relevant amounts to Club A and that such attempt was unsuccessful. Equally, no documentation had been presented by Club C that its bank indeed needed more information prior to making the relevant payments. 13. On account of the above, and in absence of a specific clause in the transfer agreement, the Single Judge concluded that there was no reason for Club C to doubt the information contained in the invoice(s) sent by Club A. As a result, the Single Judge decided that, in principle and when only focusing on the issue of Club A’s bank account, Club C should have proceeded with the payment of the transfer fee. ii) Club C’s argumentation in relation to the Club A’s behaviour 14. Having closely analysed Club C’s argumentation as well as the documentation provided by said club, the Single Judge referred again to art. 12 par. 3 of the Procedural Rules and held that i) no convincing evidence had been provided by Club C that would indicate that Club A had acted in bad faith, had acted fraudulent or had a conflict of interest, and ii) nothing indicated that Club C had not entered out of its own free will into the pertinent transfer agreement with Club A. 15. In particular, the Single Judge wished to stress that Club C had signed the transfer agreement, therewith clearly agreeing to a transfer compensation of EUR 4,500,000 as the appropriate transfer value of the player. The Single Judge fails to understand how Club C can afterwards hold that such value was “inflated” or that Club A committed “transfer fraud” if it was itself part of the negotiations. For the sake of completeness, the Single Judge also considered that there had been no proof provided by Club C that Club A had influenced the player’s performance in any way, as claimed by Club C. 16. As to the allegations of Club C that Club A had breached art. 29 par. 1 of the FIFA Players’ Agents Regulations, art. 18bis of the Regulations, and art. 8.1.3 of Annexe 3 of the Regulations, the Single Judge emphasised that Club C had failed to explain why any such alleged violation would result in the transfer agreement being null and void. The Single Judge outlined that consequences may arise for any such violations, possibly in the form of disciplinary sanctions imposed by the FIFA Disciplinary Committee, however, the Single Judge deemed that said violations, apart from not having been proven, would in any case not affect the validity of the transfer agreement concluded between Club C and Club A. 17. As a result, the Single Judge concluded that the arguments of Club C need to be rejected and that Club C did not provide any valid argument which would justify the non-payment of the first and second instalment of the agreed transfer compensation. For this reason, the Single Judge concluded that the Club C had failed to respect the terms of the transfer agreement it had entered into with Club A on 30 July 2014. 18. Consequently, the Single Judge held that, in accordance with the basic legal principle of pacta sunt servanda, which in essence means that agreements must be respected by the parties in good faith, Club C has to fulfill its contractual obligations towards Club A. Therefore, the Single Judge decided to reject the counter-claim lodged by Club C and held that Club C has to pay Club A the amount of EUR 2,500,000 related to the first and second installment on the transfer fee. 19. For the sake of completeness, and having duly noted that on 2 September 2014 Club C held that the amount indicated by Club A in the invoice was incorrect since 5% solidarity contribution should be deducted, the Single Judge wished to clarify that, in principle, he agrees with the interpretation of Club C that solidarity contribution was to be deducted from the relevant transfer instalments. In this context, the Single Judge referred to art. 21 and art. 1 of Annexe 5 of the Regulations which clearly stipulates that “if a professional moves during the course of a contract, 5% of any compensation, not including training compensation paid to his former club, shall be deducted from the total amount of this compensation (…) “ (emphasis added). 20. In this respect, the Single Judge was eager to emphasize that the solidarity mechanism is a principle well-established in the Regulations, from which the parties signing a transfer or loan contract cannot derogate through the contents of a contract. In other words, the obligation to distribute solidarity contribution cannot be set aside by means of a contract concluded between the clubs involved in a player’s transfer. Thus, as for the distribution of the solidarity contribution, the amount to be taken into account when calculating the solidarity contribution payments due to the club(s) involved in the player’s education and training, is the amount actually agreed upon as the total compensation payable by the new club to the former club, regardless of any provision to the contrary stipulated in the transfer or loan contract. 21. Notwithstanding the foregoing, the Single Judge referred once more to art. 12 par. 3 of the Procedural Rules and noted that Club C had not provided any documentary evidence that it had indeed distributed 5% of the transfer compensation it had agreed upon with Club A to the club(s) involved in the player’s training and education over the years. In this context, the Single Judge considered that it is clearly not the purpose of the provisions regarding solidarity contribution that the new club, i.e. Club C, can simply retain 5% of the transfer compensation without distributing this 5% to the clubs involved in the training and education of the player. Taking into account all the foregoing, the Single Judge considered that Club C could not enrich itself by retaining 5% of the transfer compensation without first distributing such percentage as solidarity contribution to the club(s) involved in the training and education of the player. 22. In view of the above, the Single Judge concluded that Club C had not provided any evidence that it had in fact distributed the 5% of the relevant transfer compensation to the club(s) involved in the player’s training and education and decided that therefore the amount of EUR 2,500,000 is due in full. 23. Furthermore, and with regard to Club A’s request for interest, the Single Judge determined to award interest on the outstanding amounts as from 19 August 2014 on the amount of EUR 2,000,000 and as of 16 December 2014 on the amount of EUR 500,000. 24. In continuation, the Single Judge addressed the remaining request of Club A, namely, its request for a penalty fee corresponding to 15% of the first and second installment of the transfer compensation. 25. In this context, the Single Judge observed that the penalty fee was stipulated in the transfer agreement and that, as mentioned previously, Club C had delayed the payment of the first and second installment of the transfer fee without a legitimate reason. Considering that the penalty fee of 15% was also not excessive or disproportionate, the Single Judge determined to accept such request of Club A. 26. As a consequence of the foregoing consideration, the Single Judge determined that Club C has to pay to Club A the amount of EUR 375,000 as a penalty fee corresponding to 15% of the first and second installment of the transfer compensation. 27. Lastly, the Single Judge referred to art. 25 par. 2 of the Regulations in combination with art. 18 par. 1 of the Procedural Rules, according to which, in proceedings before the Players’ Status Committee including its Single Judge, costs in the maximum amount of CHF 25’000 are levied. The relevant provision further states that the costs are to be borne in consideration of the parties’ degree of success in the proceedings (cf. art. 18 par. 1 of the Procedural Rules). 28. In respect of the above, and taking into account that Club A is the successful party in the present proceedings, the Single Judge concluded that Club C has to bear the full costs of the current proceedings before FIFA. 29. Furthermore and according to Annexe A of the Procedural Rules, the costs of the proceedings are to be levied on the basis of the amount in dispute. On that basis, the Single Judge held that the amount to be taken into consideration in the present proceedings is EUR 2,875,000. Consequently, the Single Judge concluded that the maximum amount of costs of the proceedings corresponds to CHF 25,000. 30. In conclusion, taking into account the degree of success as well as the complexity of the case and the volume of the documentation submitted, the Single Judge of the Players’ Status Committee determined the costs of the proceedings to the amount of CHF 25,000, which shall be borne by Club C. ***** III. Decision of the Single Judge of the Players’ Status Committee 1. The claim of the Claimant / Counter-Respondent, Club A, is partially accepted. 2. The Respondent / Counter-Claimant, Club C, has to pay to the Claimant / Counter-Respondent, within 30 days as from the date of notification of this decision, the amount of EUR 2,500,000 plus default interest until the date of effective payment as follows: - 5% p.a. as of 19 August 2014 on the amount of EUR 2,000,000; - 5% p.a. as of 16 December 2014 on the amount of EUR 500,000. 3. In the event that the aforementioned sum plus interest is not paid within the stated time limit, the present matter shall be submitted, upon request, to FIFA’s Disciplinary Committee for consideration and a formal decision. 4. The Respondent / Counter-Claimant has to pay to the Claimant / Counter-Respondent the amount of EUR 375,000 as a penalty fee, within 30 days as from the date of notification of this decision. 5. In the event that the amount due to the Claimant / Counter-Respondent in accordance with the above-mentioned number 4. is not paid by the Respondent / Counter-Claimant within the stated time limit, interest at the rate of 5% p.a. will apply as of the expiry of the stipulated time limit and the present matter shall be submitted, upon request, to the FIFA Disciplinary Committee for consideration and a formal decision. 6. Any further claim lodged by the Claimant / Counter-Respondent is rejected. 7. The counter-claim of the Respondent / Counter-Claimant is rejected. 8. The final costs of the proceedings, amounting to CHF 25,000, are to be paid within 30 days as from the date of notification of the present decision as follows: 8.1. The amount of CHF 20,000 has to be paid by the Respondent / Counter-Claimant to FIFA, CHF 5,000 of which have already been paid by the Respondent / Counter-Claimant as advance of costs. Consequently, the additional amount of CHF 15,000 has to be paid by the Respondent / Counter-Claimant, to FIFA to the following bank account: UBS Zurich Account number 366.677.01U (FIFA Players’ Status) Clearing number 230 IBAN: CH27 0023 0230 3666 7701U SWIFT: UBSWCHZH80A 8.2. The amount of CHF 5,000 has to be paid by the Claimant / Counter-Respondent to FIFA. Given that the Claimant / Counter-Respondent has already paid the amount of CHF 5,000 as advance of costs at the start of the present proceedings, the Claimant / Counter-Respondent does not have to pay any additional amount as costs of the proceedings. 9. The Claimant / Counter-Respondent is directed to inform the Respondent / Counter-Claimant directly and immediately of the account number to which the remittances are to be made in accordance with the above points 2. and 4. and to notify the Single Judge of the Players’ Status Committee of every payment received. ***** Note relating to the motivated decision (legal remedy): According to article 67 par. 1 of the FIFA Statutes, this decision may be appealed against before the Court of Arbitration for Sport (CAS). The statement of appeal must be sent to the CAS directly within 21 days of receipt of notification of this decision and shall contain all the elements in accordance with point 2 of the directives issued by the CAS, a copy of which we enclose hereto. Within another 10 days following the expiry of the time limit for filing the statement of appeal, the appellant shall file a brief stating the facts and legal arguments giving rise to the appeal with the CAS (cf. point 4 of the directives). The full address and contact numbers of the CAS are the following: Court of Arbitration for Sport Avenue de Beaumont 2 1012 LaCountry Fnne - Switzerland Tel: +41 21 613 50 00 Fax: +41 21 613 50 01 e-mail: info@tas-cas.org www.tas-cas.org For the Single Judge of the Players’ Status Committee: Jérôme Valcke Secretary General Encl. CAS Directives