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 26 March 2015, by Mr Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club Club A, Country B as “Claimant” against the club Club C, Country D as “Respondent” regarding a contractual dispute between the parties and 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 26 March 2015, by Mr Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club Club A, Country B as “Claimant” against the club Club C, Country D as “Respondent” regarding a contractual dispute between the parties and relating to the Player E. I. Facts of the case 1. On 14 March 2012, the Club from Country B, Club A (hereinafter: “the Claimant”) and the Club from Country D, Club C (hereinafter: “the Respondent”) signed a transfer contract (hereinafter: “the contract”) in connection with the transfer of the Player E (hereinafter: “the player”) from the Claimant to the Respondent. 2. Clause 3.1 of the contract stated: “The Club C [i.e. the Respondent] should pay Club A [i.e. the Claimant] the transfer fee in the amount of 500.000 USD (five hundred thousand US dollars) for transfer rights of the football Player E [i.e. the player] after successful passing the medical examinations and receiving International Transfer Certificate for the player within 5 (five) days”. 3. Clause 4.8 of the contract stated: “All disputes and differences arising under the agreement [i.e. the contract] should be settled through negotiations between the parties. If the parties fail to reach an agreement all disputes are resolved in accordance with the statutes of FIFA and UEFA and FIFA and UEFA Regulations on the Status and Transfer of Players”. 4. On 4 October 2012, the Claimant presented a claim to FIFA against the Respondent requesting the payment of USD 500,000 as outstanding transfer fee (cf. clause 3.1 of the contract) plus a 5% annual interest calculated from the due date, i.e. on 27 March 2012. 5. In particular, the Claimant alleged that in accordance with the clause 3.1 of the contract the Respondent should have paid the transfer amount in one instalment within five days after the issuance of the relevant International Transfer Certificate (ITC) by the Football Federation from Country B. The Claimant stated that the player and the Respondent concluded the relevant employment contract and that on 22 March 2012, the Football Federation from Country B issued the ITC in favour of the Football Federation from Country D and hence the payment of the transfer compensation was due by the Respondent on 27 March 2012. 6. The Claimant added that it requested the Respondent several times to pay the relevant transfer fee, however the latter never paid it to the Claimant. 7. The Respondent presented its position with regard to the Claimant’s claim and stated that the person who signed the contract, i.e. the General Director Mr X (hereinafter: “the Director”), acted beyond his powers and did not have the authority to commit the Respondent to pay the relevant transfer compensation. 8. In this respect, the Respondent stated that before the beginning of the football season 2012, it gave the task to the Director to find good players for its first team. In order to accomplish this objective, the Director made several business trips to Country B. On 19 March 2012, the Director came back to Country D from one of these trips with an already signed version of the contract concluded with the Claimant and the employment contract concluded with the player on the same date, i.e. 14 March 2012. 9. The Respondent alleged that the Claimant failed to act with due diligence in verifying that the Respondent was duly represented by an empowered person. 10. Moreover, the Respondent alleged that the Director has been appointed by them by order of 15 December 2009, issued on the basis of the Supervisory Boards minutes of 11 December 2009 and that the employment contract concluded between the Respondent and the Director contained clear provisions about his powers and responsibilities. The Director did not have the power to sign the contract without prior approval of the Respondent’s Supervisory Board or the General Assembly. 11. The Respondent stated that in accordance with the clause 4.8 of the contract and art. 2 of the FIFA?s Procedural Rules, the Director was bound to strictly follow the provisions Association of Country D; National legislation from Country D; European law; law of Country F and jurisprudence of the Court of Arbitration for Sport. 12. Furthermore, the Respondent stated that the player went to Country D, took part in a few trainings with the main team and did not take part in any official matches during the season 2012. After numerous negotiations, on 10 July 2012 the Respondent and the player have agreed to terminate the employment contract by mutual consent. 13. Finally, the Respondent alleged that to award the amount of USD 500,000 for the transfer of a player that did not play for the Respondent would result in an unjustified unfairness. Therefore, the Respondent requested to dismiss the claim and to declare the contract null, void and not legally binding since: 1) the Director acted beyond his powers and 2) the transaction was in contradiction to the Respondent?s objectives. 14. The Claimant presented its reaction to the Respondent?s position and categorically rejected its position, stating that the contract was valid and binding upon between the parties. 15. With regard to the alleged lack of authorisation of the Director to sign contracts on behalf of the Respondent, the Claimant claimed that during the entire period of negotiations, they had acted in good faith and had all reasons to believe that the Director was entitled to negotiate and sign contracts on behalf of the Respondent. The relationship between the Director and the Respondent concerned strictly these two parties and it is not the competence of FIFA to decide about extension of powers and peculiarities of the Respondent?s bylaws and remarked that other national legislations are not applicable to this matter. The Claimant enclosed a printout from the Respondent?s official website which showed the internal structure of powers within the club. The Claimant remarked that from this organigram it was clear that for daily business the General Director was the most relevant official in the club. 16. Moreover, the Claimant stated that the reality was that the Respondent, after signing the player, regretted the transaction and started to create stories to disregard the obligation previously assumed. In this regard, the Claimant stated that few days later, the Respondent sent an invitation signed by the Director to the Claimant?s President to travel to Country D with the aim to solve this matter in an amicably way. 17. The Claimant further maintained that the Respondent could have cancelled the transaction in the Transfer Matching System (TMS). According to FIFA?s Regulations, an international transfer will only be carried when both clubs have inserted the relevant transfer data in the system and everything matches, after that the ITC can be requested. The Claimant enclosed the TMS?s extract showing the details of the transfer at stake and pointed out that based on the following dates the Respondent had at least 7 days to cancel the present transfer: - 14 March 2012; date of signature of the contract; - 21 March 2012; the Claimant inserted the data in TMS; - 22 March 2012; Football Federation from Country B issued the ITC in favour of the Football Federation from Country D. 18. In addition, the Claimant pointed out that based on the Respondent?s statements, the Director returned to Country D on 19 March 2012 and this fact showed that the final part of this negotiation took place in the Respondent?s headquarters in Country D with the knowledge of the Respondent. 19. The Respondent presented its final position and stated that the Claimant acted in bad faith. The Respondent enclosed two letters dated 28 March 2012 and 30 July 2012, by means of which it informed the Claimant that the Director exceeded his limits of authority. However, the Respondent did not enclose evidence about being received by the Claimant. 20. With regard to the invitation of the Claimant?s President to go to Country D, the Respondent alleged that was done by the Director but it was not accepted by the Chairman of the Supervisory Board. The Respondent enclosed an email dated 3 April 2012 addressed to the Claimant?s President stating that the Respondent found unnecessary his visit and personal discussion regarding the transfer of the player since the amended conditions of the transfer were described in its letter dated 28 March 2012. 21. Furthermore, the Respondent alleged that at the time the registration of the player?s transfer was done in TMS by the Director, the Respondent was unaware of the Director?s action who acted without authorisation. 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 whether he was competent to deal with the case in hand. In this respect, he took note that the present matter was submitted to FIFA on 4 October 2012. Consequently, the Single Judge concluded that the 2008 edition of the Rules Governing the Procedures of the Players’ Status Committee and the Dispute Resolution (hereinafter: “the Procedural Rules”) is applicable to the matter in hand (cf. art. 21 of the Procedural Rules). 2. Furthermore, the Single Judge confirmed that, on the basis of art. 3 par. 1 of the Procedural Rules in connection with art. 23 par. 1 and 3 as well as art. 22 f) of the 2014 edition of the Regulations on the Status and Transfer of Players, he is competent to deal with the present matter since it concerns a dispute between two clubs affiliated to different associations. 3. Subsequently, the Single Judge analysed which edition of the Regulations on the Status and Transfer of Players should be applicable as to the substance of the matter. In this respect, he confirmed that in accordance with art. 26 par. 1 and 2 of the 2014, 2012 and 2010 editions of the Regulations on the Status and Transfer of Players and, considering that the present claim was submitted to FIFA on 4 October 2012, the 2010 edition of the FIFA Regulations on the Status and Transfer of Players (hereinafter: “the Regulations”) is applicable to the case at hand as to the substance. 4. His competence and the applicable regulations having been established, and entering into the substance of the present matter, the Single Judge started by acknowledging the above mentioned facts of the dispute, the arguments of the parties as well as the documentation contained in the file. 5. In doing so, the Single Judge acknowledged that on 14 March 2012 the parties concerned had agreed to transfer the player from the Claimant to the Respondent on a definitive basis for a total amount of USD 500,000 as transfer compensation. 6. Subsequently, the Single Judge noted that the Claimant lodged the present complaint at FIFA requesting the total transfer compensation of USD 500,000 plus the relevant interests. 7. In continuation, the Single Judge observed that the Respondent rejected the Claimant?s claim mainly for two reasons. Firstly, the Respondent alleged that the conclusion of both the contract between the two clubs as well as the employment contract between the player and the Respondent was done by the Director of the Respondent who acted beyond his legal power and, therefore, the contract was not valid because the person who had signed it had not the necessary authority to do so. Secondly, the Respondent deemed that the player did not take part in any official matches for the Respondent and that on 10 July 2012 the player and the Respondent terminated the employment contract by mutual consent. 8. On the basis of the aforementioned allegations, the Single Judge considered that he would first have to address the question of whether the contract concluded by the parties was binding or not and the consequences that such possible binding effect would have on the parties. 9. In this context, the Single Judge recalled the argument of the Respondent according to which the contract was not binding because it had been signed by the Director, who, according to the Respondent, had not at the time of the contract’s signature, “the power to sign the contract without prior approval of the Respondent’s Supervisory Board or the General Assembly”. 10. In view of the above and taking into account that the person who signed the contract was mentioned on the contract as the “General Director” of the Respondent, the Single Judge was keen to emphasise that it could not reasonably be expected of the Claimant to have known whether such person had the necessary authority to represent and bind the Respondent at the time the contract was concluded. 11. Moreover, the Single Judge added that according to the information and documents contained in TMS, on 22 March 2012 (i.e. 8 days after the celebration of the contract) the Football Federation from Country D requested to the Football Federation from Country B the relevant ITC and that on the same date the Football Federation from Country B performed its issuance. 12. In view of the above, the Single Judge reached the conclusion that the Claimant acted with good faith and thus the contract signed on 14 March 2012 was fully binding upon the parties. 13. Having established the aforementioned, the Single Judge remarked that on 10 July 2012, i.e. almost four months after the conclusion of the contract by the parties, the player and the Respondent terminated the employment contract by mutual agreement. 14. In this respect, considering that the contract was valid and fully binding between the Claimant and the Respondent and in view of the fact that the employment contract concluded between the player and the Respondent and the contract were two different and independent legal instruments, the Single Judge was eager to underline that the termination of the employment contract could not affect the contract itself concluded by the parties at the present dispute. 15. In addition, the Single Judge stated that according to the information contained in TMS on 30 July 2012 the Football Federation from Country D issued an ITC in favour of the Football Federation from Country B for transferring the player to the Club from Country B, Club G and that the player was registered by his new club on 2 August 2012. 16. In view of all of the above, the Single Judge decided that, in accordance with the general principle of pacta sunt servanda which in essence means that agreements must be respected by the parties in good faith, the Respondent must fulfil the obligation it voluntarily entered into with the Claimant by means of the contract signed between the parties, and therefore, the Respondent must pay to the Claimant the transfer compensation agreed upon in the contract, i.e. USD 500,000. 17. Having said this and with regard to the interest requested by the Claimant, the Single Judge underlined that clause 3.1 of the contract established that the transfer compensation should have been paid by the Respondent to the Claimant within five days after the player successfully passed the medical examinations and the Football Federation from Country D received the relevant ITC for registering the player to its affiliated club. 18. In this regard, the Single Judge reiterated that, according to the information and documents contained in TMS, the Football Federation from Country B issued the relevant ITC on 22 March 2012 in favour of the Football Federation from Country D and the player was registered with the Respondent on 23 March 2012. Therefore, the Single Judge concluded that both conditions stipulated in the clause 3.1 of the contract were fulfilled and that the Respondent should have paid the transfer compensation to the Claimant at the latest on 27 March 2012, i.e. 5 days after the issuance of the ITC. 19. Consequently, the Single Judge deemed appropriate to grant the requested annual interest at a rate of 5% over the amount of USD 500,000 as from 27 March 2012 until the effective date of payment. 20. In view of all the above-mentioned considerations, the Single Judge decided that the claim of the Claimant is accepted and that the Respondent has to pay to the Claimant the total amount of USD 500,000 as transfer compensation, plus interest at a rate of 5% per annum over the cited amount as from 27 March 2012 until the effective date of payment. 21. Finally, 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 the proceedings before the Players? Status Committee, including its Single Judge, costs in the maximum amount of CHF 25,000 are levied. The costs are to be borne in consideration of the parties? degree of success in the proceedings and are normally to be paid by the unsuccessful party. 22. In this regard, the Single Judge reiterated that the Claimant’s request is accepted. Therefore, the Single Judge concluded that the Respondent has to bear the costs of the current proceedings before FIFA. 23. 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. The amount in dispute to be taken into consideration in the present proceedings is of USD 500,000. Therefore, the Single Judge concluded that the maximum amount of costs of the proceedings corresponds to CHF 25,000. 24. In conclusion, and in view of the specific circumstances of the present matter, the Single Judge determined the costs of the current proceeding to the amount of CHF 20,000. 25. In conclusion, the Single Judge decided that the amount of CHF 20,000 has to be paid by the Respondent to cover the costs of the present proceedings. III. Decision of the Single Judge of the Players? Status Committee 1. The claim of the Claimant, Club A, is accepted. 2. The Respondent, Club C, has to pay to the Claimant, Club A, within 30 days as from the date of notification of this decision, the amount of USD 500,000, as well as 5% interest per annum on the said amount from 27 March 2012 until the date of effective payment. 3. If the aforementioned amount is not paid within the aforementioned deadline, the present matter shall be submitted, upon request, to FIFA’s Disciplinary Committee for consideration and a formal decision. 4. The final costs of the proceedings in the amount of CHF 20,000 are to be paid by the Respondent, Club C, within 30 days as from the date of notification of the present decision, as follows: 4.1 The amount of CHF 5,000 has to be paid directly to the Claimant, Club A. 4.2 The amount of CHF 15,000 has to be paid to FIFA to the following bank account: UBS Zurich Account number (FIFA Players’ Status) Clearing number 230 IBAN: CH27 0023 0230 3666 7701U SWIFT: UBSWCHZH80A 5. The Claimant, Club A, is directed to inform the Respondent, Club C, directly and immediately of the account number to which the remittances under points 2. and 4.1 above are to be made and to notify the Players’ Status Committee of every payment received. ***** Note relating to the motivated decision (legal remedy): According to art. 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 Lausanne 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 Markus Kattner Acting Secretary General Encl. CAS Directives