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 14 October 2014, by Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club, A, country N Represented by xxxxxxx as Claimant against the club, B, country B as Respondent regarding a contractual dispute between the parties relating to the player C I. Facts of the case 1.

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 14 October 2014, by Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club, A, country N Represented by xxxxxxx as Claimant against the club, B, country B as Respondent regarding a contractual dispute between the parties relating to the player C I. Facts of the case 1. On 9 February 2013, the club from country N, A (hereinafter: the Claimant), and the club from country B, B (hereinafter: the Respondent), concluded a transfer agreement for the transfer of the player, C (hereinafter: the player), from the Claimant to the Respondent. 2. The aforesaid transfer agreement stipulated, inter alia, that: “2. The Accepting club shall pay the Transferring club a transfer fee for the competitive and economic rights of the Player in the amount of EUR 300 000.00 (…) 3. The Accepting club shall pay the Transferring club additional amounts under the following terms: - In the event [the Respondent] enters the Group stage of UEFA Champions League for season 2013/2014 the Accepting club shall pay the transferring club the amount of EUR 40 000.00 (forty thousand euro); - In the event [the Respondent] wins the Champions title for season 2012/2013 the Accepting club shall pay the transferring club the amount of EUR 10 000.00 (ten thousand euro) 4. In the event of a future transfer of the Player into a third football club, during the contract period between the Player and the Accepting club, the Transferring club is entitled to 20% (twenty percent) of the amount received in full by [the Respondent] from the third football club after the deduction of the transfer fee already paid by [the Respondent] to [the Claimant] (…) and the additional payments paid to the Transferring club (…) as well as after the deduction of all other reasonable costs, which are taxes, compensations and contributions (under the FIFA Regulations).” 3. On 15 April 2014, the Claimant lodged a claim in front of FIFA against the Respondent for breach of contract indicating that the player had been transferred from the Respondent to the Spanish club, D (hereinafter: D), on 30 January 2014. The Claimant explained that it had still not received the outstanding amount of EUR 100,000 pertaining to the transfer fee as stipulated in art. 2 of the transfer agreement. Therefore, the Claimant argued that the Respondent is only entitled to deduct the maximum amount of EUR 200,000 from the transfer fee paid to it by D. 4. According to the information contained in the Transfer Matching System (TMS), the Respondent and D agreed, inter alia, upon the following: “2.1. Transfer Fee: In consideration of the transfer of the Player, the clubs agree that D shall be obligated to pay to [the Respondent] the sum of Euro five hundred and seventy five thousand (€ 575,000.00). (…) to be paid as follows: - € 425,000.00 (…) latest by 28.01.2014; - € 150,000.00 (…) on or before 31st July 2014.” 5. After having been informed about the information contained in the TMS, the Claimant specified its claim on 6 May 2014 and requested 20% of the difference between EUR 575,000 and EUR 200,000, resulting in the amount of EUR 75,000, from the Respondent, plus 5% interest as of the date of the player’s registration with D as well as procedural costs. 6. On 16 June 2014, the Respondent replied to the claim and stated that it had paid the full amount of EUR 300,000 to the Claimant in view of art. 2 of the transfer agreement between the parties. Furthermore, the Respondent argued that art. 4 of the transfer agreement will only mature at the moment that the Respondent has received the full amount of the transfer fee from D, and not at the moment the payment deadline for D expires. The Respondent stated that D has not yet paid off the full amount. 7. Moreover, the Respondent held that the 5% solidarity contribution (EUR 28,750) and corporate income tax, at a rate of 10% (of the pure profit for the Respondent, i.e. 10% of EUR 575,000 minus EUR 300,000 is EUR 27,500) in accordance with the xxxx tax legislation, shall be deducted from the amount payable by D. In addition, “reasonable costs” such as the agent commission (EUR 42,000) paid to Mr S shall be deducted from the amount payable by D. Based on the foregoing, the Respondent stated that the Claimant will be entitled to 20% of EUR 176,750, which results in the amount of EUR 35,350, as soon as the Respondent has received the full amount from D. 8. In its replica dated 7 August 2014, the Claimant stated that the full transfer compensation should have been received by the Respondent from D by 31 July 2014 and, consequently, the Claimant is entitled to receive the sell-on fee. With regard to the calculation of the sell-on fee, the Claimant acknowledged receipt of the full transfer fee (EUR 300,000) from the Respondent. However, with regard to the deductions in accordance with art. 4 of the transfer agreement, the Claimant stated that this clause is ambiguously drafted by the Respondent, since the clause does not specify which taxes could be deducted. Therefore, the Claimant argued, with reference to the jurisprudence of the DRC and the CAS, that the clause should be interpreted against the Respondent. 9. With regard to the deduction of 10% corporate income tax, the Claimant stated that the Respondent is not allowed to deduct this tax from the profit, since the sell-on fee is an expense and not an income. Moreover, the Respondent is not allowed to deduct 10% corporate income tax over one single transaction, but should deduct it at the end of each calendar year. With regard to the agent commission, the Claimant stated that such deduction does not fall under “compensations and contributions (under the FIFA Regulations)”, since this generally refers to training compensation and solidarity contribution. Finally, the Claimant acknowledged the deduction of the 5% solidarity contribution on the basis of the transfer compensation of EUR 575,000. Consequently, the Claimant amended its claim to 20% of EUR 246,250, which results in an amount of EUR 49,250, plus 5% interest as of the date of the player’s registration with D as well as procedural costs. 10. In the event the Players’ Status Committee decides that the Claimant is only entitled to receive part of the sell-on fee based on the first installment of EUR 425,000 that was due on 28 January 2014 by D to the Respondent, the Claimant is of the opinion that only the amount of EUR 200,000 and the 5% solidarity contribution can be deducted, since on 28 January 2014, the Respondent had only paid EUR 200,000 of the initial transfer fee to the Claimant. In that case, the Claimant argued that it is entitled to 20% of EUR 203,750, equivalent to EUR 40,750, plus 5% interest as of the date of the player’s registration with D as well as procedural costs. 11. In its duplica dated 8 September 2014, the Respondent reiterated its position as well as its calculation as stated in its response. Finally, if the Players’ Status Committee decides that interest is due, the starting date shall be 31 July 2014, i.e. the date on which the transfer fee payable by D matured. 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 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 (editions 2012 and 2014) as well as to the fact that the present matter was submitted to FIFA on 15 April 2014, thus after 1 December 2012 but before 1 August 2014. Therefore, the Single Judge concluded that the 2012 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 2012 and 2014 editions of the Regulations on the Status and Transfer of Players and, on the other hand, to the fact that the claim was lodged in front of FIFA on 15 April 2014. In view of the foregoing, the Single Judge concluded that the 2012 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 two 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. First of all, the Single Judge acknowledged that it was undisputed between the parties that, on 9 February 2013, a transfer agreement was concluded concerning the transfer of the player from the Claimant to the Respondent and that said transfer agreement contained a sell-on clause in favour of the Claimant. 6. Equally, the Single Judge took due note that it was undisputed between the parties that the Claimant is entitled to an amount in connection with the sellon clause as well as that the Respondent had paid the total amount of EUR 300,000 to the Claimant in view of the transfer of the player from the Claimant to the Respondent. 7. Having established the above, the Single Judge took note that the Claimant initially maintained that it was entitled to receive a sell-on fee in the amount of EUR 75,000 from the Respondent, indicating that the Respondent had failed to pay said amount following the player’s transfer from the Respondent to D. 8. Equally, the Single Judge took note of the Respondent’s submission that the Claimant would only be entitled to a sell-on fee in the amount of EUR 35,350, taking into account that several amounts relating to solidarity contribution, corporate income tax and an agent commission had to be deducted from the transfer compensation for the player’s transfer from the Respondent to D. 9. Furthermore, the Single Judge took due note of the Claimant’s replica, in which it expressly agreed with the deduction of the solidarity contribution in the amount of EUR 28,750. However, the Claimant emphasized that it disagreed with the deduction relating to the corporate income tax and the agent commission. The Single Judge also noted that the Claimant amended its claim to an amount of EUR 49,250, plus 5% interest as of the date of the player’s registration with D as well as procedural costs. 10. Finally, the Single Judge took note of the Respondent’s duplica, in which it reiterated its position as well as its calculation of the sell-on fee and argued that the interest, in the event that it is granted, shall apply as from the date on which the transfer compensation payable by D matured. 11. After having carefully examined the parties’ positions, taking into consideration all the aforementioned arguments, the Single Judge observed that the parties disputed which amounts can be deducted from the transfer compensation paid by D to the Respondent, as well as the starting date of the applicable interest. 12. Having said that, the Single Judge started by analysing the sell-on clause agreed upon between the parties, which stipulates that “all other reasonable costs, which are taxes, compensations and contributions (under the FIFA Regulations)” are to be deducted from the amount received by the Respondent in connection with the player’s future transfer. 13. In this respect, the Single Judge recalled that the Respondent held that corporate income tax at a rate of 10%, in accordance with the xxxx tax legislation, shall be deducted from the amount payable by D. In this context, the Single Judge emphasized that the Respondent had not submitted any evidence from which it could be established that the alleged corporate income tax in the amount of EUR 27,500 was indeed paid. As a consequence, the Single Judge concluded that the aforementioned amount could not be taken into account when calculating the sell-on fee. 14. Subsequently, the Single Judge turned his attention to the agent commission of EUR 42,000 which, according to the Respondent, falls under the reasonable costs as stipulated in the sell-on clause. In this respect, from the documentation submitted by the Respondent, the Single Judge noted that the invoice in relation to the aforementioned agent commission refers to a transfer of the player to the XY. In this regard, the Single Judge recalled that, in the present matter, the player was transferred from the Respondent to D. Consequently, the Single Judge held that the Respondent did not submit conclusive evidence that an agent commission was indeed paid for the player’s transfer from the Respondent to D. 15. In addition, the Single Judge held that a club is free to use the services of an intermediary in order to transfer a player to another club. However, the Single Judge emphasized that it is the responsibility of the club to bear the possible costs of the aforementioned services. 16. In view of the foregoing, the Single Judge concluded that the agent commission could not be taken into account when calculating the sell-on fee. 17. Having established the aforementioned, the Single Judge recalled that it was undisputed between the parties that the Claimant is entitled to receive a certain amount from the Respondent as a sell-on fee. In this respect, the Single Judge went on to calculate the exact amount to which the Claimant is entitled. 18. In this regard, the Single Judge recalled that, according to the information contained in the TMS, the Respondent and D agreed upon a transfer compensation of EUR 575,000. Equally, the Single Judge recalled that the Claimant and the Respondent had previously agreed upon a transfer compensation of EUR 300,000, which has to be deducted from the amount of EUR 575,000, resulting in an amount of EUR 275,000. Furthermore, and taking into consideration that the Claimant acknowledged the deduction of the solidarity contribution in the amount of EUR 28,750, the Single Judge reduced the amount of EUR 275,000 to an amount of EUR 246,250. The Single Judge concluded that the latter amount is the basis for the calculation of the sell-on fee of 20%, which results in a final amount of EUR 49,250. 19. Furthermore, and in view of the request for interest of the Claimant, the Single Judge referred to the sell-on clause which stipulated that the sell-on fee has to be calculated based on “the amount received in full”. In view of the foregoing, the Single Judge decided that an interest of 5% p.a. has to be paid by the Respondent as of 1 August 2014, which is the day after the last instalment had to be paid by D to the Respondent. 20. In conclusion, the Single Judge decided to partially accept the Claimant’s claim, and established that the Respondent had to pay to the Claimant the total amount of EUR 49,250 plus 5% interest p.a. as of 1 August 2014 until the date of effective payment and that any further claims of the Claimant are rejected. 21. 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). 22. In respect of the above, and taking into account that the Claimant is the successful party in the present proceedings, the Single Judge concluded that the procedural costs are to be borne by the Respondent. 23. 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 49,250. Consequently, the Single Judge concluded that the maximum amount of costs of the proceedings corresponds to CHF 10,000. 24. As a result, taking into account the particularities of the present matter as well as the degree of success, the Single Judge determined the costs of the current proceedings to the amount of CHF 8,000, which shall be borne by the Respondent. III. Decision of the Single Judge of the Players’ Status Committee 1. The claim of the Claimant, A, is partially accepted. 2. The Respondent, B, has to pay to the Claimant, within 30 days as from the date of notification of this decision, the amount of EUR 49,250 plus 5% interest p.a. on said amount as of 1 August 2014 until the date of effective payment. 3. If the aforementioned sum plus interest 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. Any further claim lodged by the Claimant is rejected. 5. The final costs of the proceedings in the amount of CHF 8,000 are to be paid by the Respondent within 30 days as from the date of notification of the present decision as follows: 5.1. The amount of CHF 6,000 has to be paid to FIFA to the following bank account with reference to case nr.: UBS Zurich Account number 366.677.01U (FIFA Players’ Status) Clearing number 230 IBAN: CH27 0023 0230 3666 7701U SWIFT: UBSWCHZH80A 5.2. The amount of CHF 2,000 has to be paid directly to the Claimant. 6. The Claimant is directed to inform the Respondent immediately and directly of the account number to which the remittances under points 2. and 5.2. above are to be made 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 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 Deputy Secretary General Encl. CAS Directives