F.I.F.A. – Commissione per lo Status dei Calciatori (2011-2012) – controversie tra società – ———- F.I.F.A. – Players’ Status Committee (2011-2012) – 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 30 January 2012, by Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club Club A, from country D as “Claimant” against the club Club B, from country E as “Respondent” regarding a contractual dispute between the parties and relating to the player Z.

F.I.F.A. - Commissione per lo Status dei Calciatori (2011-2012) – controversie tra società – ---------- F.I.F.A. - Players' Status Committee (2011-2012) – 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 30 January 2012, by Geoff Thompson (England) Single Judge of the Players’ Status Committee, on the claim presented by the club Club A, from country D as “Claimant” against the club Club B, from country E as “Respondent” regarding a contractual dispute between the parties and relating to the player Z. I. Facts of the case 1. On 29 August 2007, Club A, from country D (hereinafter: “the Claimant”) and the Club B, from country E (hereinafter: “the Respondent”), signed a loan agreement written in the language of country E (hereinafter: “the country E loan agreement”) for the player Z (hereinafter: “the player”) from the Claimant to the Respondent for the football season 2007/2008, valid as of 20 August 2007 until 30 June 2008 for an amount of EUR 350,000. 2. On 30 August 2007, the Claimant and the Respondent signed a loan agreement written in English (hereinafter: “the agreement”) for the player from the Claimant to the Respondent for the football season 2007/2008, valid as of 30 August 2007 until 30 June 2008 for an amount of EUR 350,000. 3. Point 2 of the agreement establishes an option for the definite transfer of the player in favour of the Respondent. Eventually, the relevant option would be communicated by the Respondent to the Claimant before 30 April 2008. 4. Point 3 of the agreement stipulates, if the Respondent decides to exercise the option, it will pay to the Claimant a transfer amount of EUR 1,650,000 in three equal instalments, in accordance with the following payment plan: a) EUR 550,000 payable before 20 July 2008; b) EUR 550,000 payable before 1 March 2009; c) EUR 550,000 payable before 15 September 2009. 5. Point 6 of the agreement establishes that “if Club B decides to take the option under the terms of the article 2), Club B undertakes to pay to Club A, in case of future transfer of the player to another club, the net amount of 15% - Transfer fee minus the net amount of EUR 2,000,000 paid under the terms of the article 3 before”. 6. Point 12 of the agreement establishes that “the present agreement has been drafted in three copies in the language of country E and in English language. All parties will hold one copy of the Agreement signed to all parties involved”. 7. On 29 April 2008, the Respondent exercised its option for the definitive transfer of the player in accordance with point 2 of the agreement. 8. On 11 December 2009, the Claimant lodged a complaint with FIFA against the Respondent stating that the latter had made partial payments of the transfer amount agreed upon. In this respect, the Claimant claimed payment of the outstanding transfer amount of EUR 709,657 from the Respondent plus a “country D interest’s rate” calculated as from the due date until the date of the claim lodged with FIFA and procedural costs. 9. On 30 March 2010, the Claimant informed FIFA that the Respondent paid the relevant outstanding transfer amount, i.e. EUR 709,657, however without making payment of the requested “country D interest’s rate” and procedural costs. In addition, the Claimant claimed that the player had been subsequently transferred to the Club D, from country E (hereinafter: “the third club”) in January 2010 and that the Respondent had not made payment of 15% of the relevant transfer fee. 10. In view of the above, the Claimant amended its original petition by requesting from the Respondent payment of the “country D interest’s rate” over the transfer amount in the amount of EUR 67,191,36 plus payment of 15% (sell-on-fee) of the subsequent transfer of the player and procedural costs. 11. The Respondent provided its position and argued that regarding the subsequent transfer of the player from it to the third club, the initial amount negotiated between the clubs for the transfer of the player was EUR 10,000,000, however the final amount paid by the third club to the Respondent was EUR 9,200,000 in accordance with the following payment plan: a) EUR 5,000,000 payable as follows: EUR 1,700,000 during the sports season 2009/2010; EUR 1,600,000 during the sports season 2010/2011 and EUR 1,700,000 during the sports season 2011/2012; b) EUR 4,200,000 payable as follows: EUR 1,400,000 during the sports season 2010/2011; EUR 1,400,000 during the sports season 2011/2012 and EUR 1,400,000 during the sports season 2012/2013. 12. In addition, the Respondent pointed out the content of the point 6 of the country E loan agreement “in case of future transfer of the player to another club, the net amount of 15%, as sum equal to 15% of the capital gains earned minus the sum of EUR 2,000,000”. 13. The Respondent stated that based on the aforementioned point 6 of the country E loan agreement, the Claimant will have a share of 15% under the amount of EUR 5,200,000 (which corresponds to EUR 9,200,000 - EUR 2,000,000 {amounts already paid by the Respondent to the Claimant EUR 350,000 + EUR 1,650,000} - EUR 2,000,000). 14. Moreover, the Respondent alleged that it must be granted the right to pay the said percentage to the Claimant on the same dates that the third club would pay the relevant amounts to the Respondent. 15. Furthermore, the Respondent rejected the Claimant’s requests for payment of the “country D interest’s rate” and procedural costs for the following reasons: a) it has demonstrated its willingness and cooperation to solve the matter amicably by making payment of the outstanding amount in favour of the Claimant; b) the Claimant has no right to apply the country D law for calculating interest’s rate, as it is not recognized by the rules and regulations of FIFA; c) however, if the decision is in favour of the Claimant, it requests at least payment of the minimum interests and procedural costs. 16. The Claimant provided FIFA with its reaction in relation to the latest statements of the Respondent and argued that: a) as both country D and country E are members of the European Union (EU), the so called “Rome Convention” is applicable on any contractual obligations between the parties. Therefore, according to article 4 of the cited EU convention, a contract shall, unless otherwise specifically agreed between the parties, be governed by the law of the country with which the contract is most closely connected. As a consequence, country D law shall apply in the matter; b) it reiterated its request for the “country D interest’s rate”, i.e. EUR 67,191,36 and procedural costs; c) in relation to the subsequent transfer of the player, the Respondent’s interpretation of point 6 of the country E loan agreement was not at all in line with what the parties’ agreed upon. The country E loan agreement is dated 29 August 2007 and the final agreement in the English version is dated 30 August 2007. Any irregularities in the translation of the country E version referred by the Respondent shall be interpreted to the Respondent’s disadvantage. Therefore, the only interpretation is that the Claimant is entitled to 15% of the subsequent transfer fee (EUR 10,000,000) minus the net amount of EUR 2,000,000 (i.e. EUR 8,000,000), thus, it is entitled to EUR 1,200,000; d) point 6 of the agreement did not specify that the payment to the Claimant of its part of the subsequent transfer shall be dependent on the payment plan agreed with the third club. 17. The Respondent provided FIFA with its last position in relation to the present matter rejecting the Claimant’s arguments in relation to the payment plan and the application of country D law for calculation of interests. 18. Furthermore, in relation to the subsequent transfer of the player, the Respondent stated that according to point 12 of the country E loan agreement “the present agreement has been drafted in three original copies in language of country E and three copies translated into English” thus the Claimant accepted that the conditions laid down in the country E loan agreement (29 August 2007) are predominant over the English version (30 August 2007). Therefore, it reiterated its position that the Claimant will have a share of 15% under the amount of EUR 5,200,000, in other words, it is entitled to EUR 780,000, and that it must be granted the right to pay said percentage to the Claimant in the same due dates that the third club would pay the relevant amounts to the Respondent. II. Considerations of the Single Judge of the Players’ Status Committee 1. First of all, the Single Judge of the Players’ Status Committee analysed whether he was competent to deal with the matter at hand. In this respect, he referred to art. 21 par. 2 and 3 of the Rules Governing the Procedures of the Players’ Status Committee and the Dispute Resolution Chamber (edition 2008). Consequently, and since the present matter was submitted to FIFA on 11 December 2009, the Single Judge of the Players’ Status Committee concluded that the current version, i.e. the 2008 edition, of the Rules Governing the Procedures of the Players’ Status Committee and the Dispute Resolution Chamber (hereinafter: “the Procedural Rules”) are applicable to the matter at hand (cf. art. 21 par. 1 of the Procedural Rules). 2. Furthermore, the Single Judge of the Players’ Status Committee (hereinafter: “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 2010 edition of the Regulations on the Status and Transfer of Players, he was competent to deal with the present matter since it concerned a dispute between two clubs affiliated to two 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 referred, on the one hand, to art. 26 par. 1 and 2 of the 2010 edition of the Regulations on the Status and Transfer of Players and, on the other hand, to the fact that the claim was lodged with FIFA on 11 December 2009. In view of this, the Single Judge concluded that the 2009 edition of the FIFA Regulations on the Status and Transfer of Players (hereinafter: “the Regulations”) are 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 matter, the Single Judge started by acknowledging the above-mentioned facts as well as the arguments and the documentation submitted by the parties. 5. First of all, the Single Judge noted that on 29 August 2007 the Claimant and the Respondent concluded a loan agreement for the player, written in the language of country E, allegedly valid as from 20 August 2007 until 30 June 2008, and that on 30 August 2007 the Claimant and the Respondent concluded another loan agreement, written in English, valid as from 30 August 2007 until 30 June 2008. 6. In this regard, the Single Judge stated that it is uncontested that the country E loan agreement is dated 29 August 2007 and that the agreement, written in English, is dated 30 August 2007. Moreover, the Single Judge took note that both agreements prescribed a different period of duration of the relevant loan. 7. In view of the above, the Single Judge concluded that the aforementioned agreements are two different contracts since they contained different elements. Consequently, following the interpretation that the most recent document prevails over the one signed on a previous date, the Single Judge decided that the agreement (written in English and dated 30 August 2007) is the one binding between the Claimant and the Respondent. 8. In continuation, the Single Judge focused his attention to the Claimant’s request for the amount of EUR 67,191,36 as “country D interests” allegedly applicable to the transfer amount. In this respect, the Single Judge pointed out that since the agreement did not provide any legal basis in support of the Claimant’s request for country D interests, he does not have other alternative but to reject such request. 9. At this stage, the Single Judge focused his attention to the Claimant’s request for the amount of EUR 1,200,000 as sell-on-fee. In this respect, the Single Judge took note that point 6 of the agreement established a sell-on-clause in favour of the Claimant recognizing 15% of the subsequent transfer amount of the player but deducting the amounts already paid by the Respondent to the Claimant, i.e. EUR 350,000 for the loan and EUR 1,650,000 for the definitive transfer of the player. 10. In this regard, the Single Judge underlined that in January 2010 the player was transferred from the Respondent to the third club. 11. In continuation, the Single Judge pointed out that both parties had antagonistic positions regarding the calculation of the sell-on-fee. On the one hand, the Claimant alleged that according to point 6 of the agreement, the Claimant will have a share of 15% over the amount of EUR 8,000,000, which corresponds to EUR 10,000,000 (as transfer amount paid by the third club to the Respondent) minus EUR 2,000,000 (amounts already paid by the Respondent to the Claimant). On the other hand, the Respondent stated that according to point 6 of the country E loan agreement, the Claimant will have a share of 15% over the amount of EUR 5,200,000, which corresponds to EUR 9,200,000 (final amount paid by the third club to the Respondent) minus EUR 2,000,000 (amounts already paid by the Respondent to the Claimant) minus EUR 2,000,000. 12. In this context, the Single Judge deemed appropriate to reiterate that the only contract valid and binding between the parties is the agreement. Therefore, the Single Judge stated that the Respondent’s allegations based on the point 6 of the country E loan agreement cannot be taken into account. 13. Furthermore, the Single Judge was keen to analyse the documentary evidence at disposal in order to establish which, in fact, it was the transfer amount agreed between the Respondent and the third club. In this respect and after an exhaustive analysis of the relevant documents, the Single Judge concluded that originally the third club and the Respondent agreed on a transfer amount of EUR 10,000,000 but, later on, both parties renegotiated the relevant amount and finally agreed on a transfer amount of EUR 9,200,000. 14. As a consequence, the Single Judge concluded that the amount of EUR 9,200,000 was the transfer amount agreed between the Respondent and the third club and as a consequence it is the amount that shall be taken into account for the calculation of the sell-on-fee in accordance with point 6 of the agreement. 15. Moreover, the Single Judge deemed appropriate to highlight that the relevant amount of EUR 9,200,000 was agreed between the third club and the Respondent, to be paid in 6 instalments, according to the following payment plan: a) the amount of EUR 5,000,000 to be paid as follows: EUR 1,700,000 during the sports season 2009/2010; EUR 1,600,000 during the sports season 2010/2011 and EUR 1,700,000 during the sports season 2011/2012; b) the amount of EUR 4,200,000 to be paid as follows: EUR 1,400,000 during the sports season 2010/2011; EUR 1,400,000 during the sports season 2011/2012 and EUR 1,400,000 during the sports season 2012/2013. 16. In this respect, the Single Judge took note that at the moment of taking this decision, there were only 3 instalments due, i.e. EUR 1,700,000 to be paid during the sports season 2009/2010; EUR 1,600,000 to be paid during the sports season 2010/2011 and EUR 1,400,000 to be paid during the sports season 2010/2011. 17. In view of the above, the Single Judge concluded that the Claimant was not entitled to claim its respective shares (sell-on-fee) with regard to the other three instalments which were still not due (i.e. EUR 1,700,000 to be paid during the sports season 2011/2012; EUR 1,400,000 to be paid during the sports season 2011/2012 and EUR 1,400,000 to be paid during the sports season 2012/2013). 18. Having established the above, the Single Judge went on to calculate the exact amount to be paid by the Respondent to the Claimant as sell-on-fee, on the basis of the point 6 of the agreement and the payment plan agreed between the Respondent and the third club. 19. Therefore and as established previously, the Single Judge reiterated that according to point 6 of the agreement, the Claimant shall receive 15% of the subsequent transfer of the player (i.e. EUR 9,200,000) deducting the amount of EUR 2,000,000 (amount already paid by the Respondent to the Claimant), i.e. EUR 1,080,000. 20. In addition, the Single Judge stated that taking into account the payment plan agreed between the third club and the Respondent, it was appropriate to deduct the amount of EUR 2,000,000 (amount already paid by the Respondent to the Claimant) “a prorrata” over the relevant 6 instalments. 21. For the sake of completeness, the Single Judge reiterated that only three instalments were due at the moment of taking this decision. 22. Consequently, the Single Judge established that the Respondent has to pay to the Claimant the following amounts: - EUR 199,590 related to the instalment due on the sports season 2009/2010; - EUR 187,830 related to the instalment due on the sports season 2010/2011; - EUR 164,370 related to the instalment due on the sports season 2010/2011. 23. In view of all the above-mentioned considerations, the Single Judge ruled that the claim of the Claimant is partially accepted and that the Respondent has to pay to the Claimant the amount of EUR 551,790, in accordance with the point 6 of the agreement and the payment plan agreed between the third club and the Respondent. 24. Subsequently, 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 the Single Judge, costs in the maximum amount of currency of country F 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) and are normally to be paid by the unsuccessful party. 25. In this regard, the Single Judge reiterated that the Claimant’s demands are partially accepted and therefore the Claimant and the Respondent have to bear the costs of the current proceedings before FIFA. 26. According to Annex 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 was EUR 551,790. Consequently, the Single Judge concluded that the maximum amount of the costs of the proceedings corresponds to currency of country F 25,000. 27. In view of the considerable number of factual and legal complexities that had to be addressed, the Single Judge determined the costs of the current proceedings to the amount of currency from country F 20,000. 28. In conclusion, the Single Judge decided that the amount of currency from country F 18,000 has to be paid by the Respondent and the amount of currency of country F 2,000 has to be paid by the Claimant, in order to cover the costs of the present proceedings. 29. Finally, the Single Judge emphasized that since the Claimant has already paid the amount of currency of country F 5,000 as advance of costs at the beginning of the present proceedings, it is exempted from paying its share of currency of country F 2,000 of the above-mentioned costs of the proceedings. III. Decision of the Single Judge of the Players’ Status Committee 1. The claim of the Claimant, Club A, is partially accepted. 2. The Respondent, Club B, has to pay to the Claimant, Club A, the amount of EUR 551,790 within 30 days as from the date of notification of this decision. The cited amount is composed as follows: - EUR 199,590 related to the instalment due on the sports season 2009/2010; - EUR 187,830 related to the instalment due on the sports season 2010/2011; - EUR 164,370 related to the instalment due on the sports season 2010/2011. 3. Any further claims lodged by the Claimant, Club A, are rejected. 4. If the aforementioned sums are not paid within the aforementioned deadline, an interest rate of 5% per year will apply as of the expiry of the fixed time limit and the present matter shall be submitted, upon request, to FIFA’s Disciplinary Committee for consideration and a formal decision. 5. The final amount of costs of the proceeding amounting to currency of country F 20,000 are to be paid, within 30 days as from the date of notification of the present decision, as follows: 5.1 Currency of country F 15,000 by the Respondent, Club B, to FIFA to the following bank account with reference to case no. gbr/XX-XXXXX: 5.2 Currency of country F 3,000 by the Respondent, Club B, to the Claimant, Club A. 5.3 Currency of country F 2,000 by the Claimant, Club A, to FIFA. Given that the Claimant has already paid the amount of currency of country F 5,000 as advance of costs at the beginning of the present proceedings, the Claimant is exempted from paying the above-mentioned costs of the proceedings. 6. The Claimant, Club A, is directed to inform the Respondent, Club B, directly and immediately of the account number to which the remittance is to be made in accordance with the above point 2 and 5.2 to notify the Players’ Status Committee of every payment received. Note relating to the motivated decision (legal remedy): According to article 63 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