F.I.F.A. – Commissione per lo Status dei Calciatori (2015-2016) – controversie tra società – ———- F.I.F.A. – Players’ Status Committee (2015-2016) – 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 April 2016, by 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 relating to the Player E I.

F.I.F.A. - Commissione per lo Status dei Calciatori (2015-2016) – controversie tra società – ---------- F.I.F.A. - Players’ Status Committee (2015-2016) – 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 April 2016, by 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 relating to the Player E I. Facts of the case 1. On 10 August 2013, the club from country B, Club A (hereinafter: the Claimant) and the club from country D, Club C (hereinafter: the Respondent) concluded an agreement (hereinafter: the transfer agreement) for the definitive transfer of the player, Player E (hereinafter: the player) from the Claimant to the Respondent. 2. Pursuant to the transfer agreement, the Respondent undertook to pay the Claimant the amount of EUR 3,000,000, payable, “as soon as [it] has received the accounting documentation” (free translation), as follows: - EUR 1,500,000 upon receipt of the International Transfer Certificate (ITC) (clause 4.a); - EUR 800,000 on 31 July 2014 (clause 4.b); - EUR 700,000 on 31 January 2015 (clause 4.c). 3. In addition, clause 5 of the transfer agreement provides for the following conditional payments to be paid “with prior presentation of the due accounting documentation by [the Claimant]” (free translation): - EUR 250,000 on 31 December 2013 if the player is registered and plays for the Respondent during the 2013-14 season (clause 5.a); - EUR 250,000 on 31 December 2014 if the player is registered and plays for the Respondent during the 2014-15 season (clause 5.b); - EUR 250,000 on 31 December 2015 if the player is registered and plays for the Respondent during the 2015-16 season (clause 5.c); - EUR 250,000 on 31 December 2016 if the player is registered and plays for the Respondent during the 2016-17 season (clause 5.d); - EUR 500,000 if the Respondent is promoted to League F of country D during the validity of the contract provided that the player is registered and playing for the Respondent during the season of the promotion (clause 5.e). 4. Clause 6 of the transfer agreement further specifies that “in case [the Respondent] transfers the player on a definitive and onerous basis to a third club during the period of validity of the present contract concluded between the parties, [the Respondent] will pay to [the Claimant] 30% of the amount effectively received for said transfer” (free translation). 5. Moreover, clause 8 of the transfer agreement stipulates that “[the Respondent] will pay to the player’s training clubs indicated in the player passport issued by the Football Association of country B the solidarity contribution established in article 21 and Annexe 5 of the FIFA Regulations on the Status and Transfer of Players” (free translation). 6. Furthermore, clause 11 of the transfer agreement states that “the present contract is governed by country D’s law as well as by FIFA and UEFA rules” (free translation). 7. On 11 July 2014, the Claimant lodged a claim in front of FIFA against the Respondent, requesting to be awarded with the amount of EUR 625,000 “plus EUR 800,000 with due date 31/7/2014” (free translation). 8. In its claim, the Claimant explains that, until the date of the claim, it only received a payment of EUR 750,000 on 30 September 2013 and a payment of EUR 375,000 on 6 December 2014, when it should have received an amount of EUR 1,750,000 in accordance with the transfer agreement. 9. In its reply to the claim, the Respondent argues that in accordance with clause 8 of the transfer agreement, the amount due as solidarity contribution has to be deducted from the amounts payable to the Claimant. In this regard, the Respondent outlines that it forgot to deduct the amount due as solidarity contribution from the advances already paid to the Claimant. In addition, the Respondent requests the Players’ Status Committee to take into account that a dispute with Club G regarding the calculation of the solidarity contribution due in connection with the transfer of the player from the Claimant to the Respondent is currently pending before FIFA. 10. In continuation, the Respondent asserts that it made a payment of EUR 180,000 on 11 September 2014. 11. In view of the above, the Respondent concludes that the following amounts are outstanding: “- € 195.000,00 deduced the Solidarity Contribution for the amount agreed to the point 4.a) of the [transfer agreement]; - € 800.000,00 deduced the Solidarity Contribution for the amount agreed to the point 4.b) of the [transfer agreement]; - € 250.000,00 deduced the Solidarity Contribution for the amount agreed to the point 5.a) of the [transfer agreement]”. 12. In its replica, dated 22 June 2015, the Claimant contends that the dispute with Club G does not constitute a valid excuse to refrain from paying the transfer compensation agreed. 13. Furthermore, the Claimant acknowledges receipt of the payment made on 11 September 2014. 14. Finally, the Claimant outlines that the payments due on 31 December 2014 (clause 5.b) and on 31 January 2015 (clause 4.c) have fallen due and therefore amends its claim, requesting to be awarded with the amount of EUR 2,195,000, “minus which corresponds to the solidarity mechanism” (free translation). 15. In its final comments, the Respondent emphasises that in accordance with the transfer agreement, the Claimant had the obligation to send it an invoice prior to each payment, which it did not. Consequently, the Respondent asserts that it cannot be considered in breach of its contractual obligations. 16. Furthermore, the Respondent refers to art. 1460 of the country D’s Civil Code and points out its good faith, stressing in particular that it made several payments spontaneously despite of the fact that the Claimant did not comply with its obligation of providing invoices. On the contrary, the Respondent sustains that the Claimant violated the principle of pacta sunt servanda and therefore requests the Players’ Status Committee to reject the claim as well as any future claim of the Claimant. 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 matter in 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 2015). Consequently, and since the present matter was submitted to FIFA on 11 July 2014, 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: the Procedural Rules) is applicable to the present matter. 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 was competent to deal with the present matter since it concerned 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 referred to art. 26 par. 1 of the Regulations (edition 2015) on the Status and Transfer of Players and again to the fact that the claim was lodged with FIFA on 11 July 2014. In view of the foregoing, the Single Judge concluded that the 2012 edition of the FIFA Regulations on the Status and Transfer of Players (hereinafter: the Regulations) is applicable to the matter as to the substance. 4. At this point, the Single Judge wished to point out that when deciding a dispute before the Players’ Status Committee, FIFA’s regulations prevail over any national law chosen by the parties. In this regard the Single Judge emphasised that the main objective of the FIFA regulations is to create a standard set of rules to which all the actors within the football community are subject to and can rely on. This objective would not be achievable if the Players’ Status Committee would have to apply the national law of a specific party on every dispute brought to it. 5. 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 case as well as the documents contained in the file. 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. 6. In this respect, and first of all, the Single Judge noted that the parties concluded on 10 August 2013 a contract for the definitive transfer of the player from the Claimant to the Respondent, according to which the latter would pay to the former the amount of EUR 3,000,000, i.e. (i) EUR 1,500,000 upon receipt of the ITC; (ii) EUR 800,000 on 31 July 2014 and (iii) EUR 700,000 on 31 January 2015. The Single Judge further observed that the transfer agreement provides for conditional payments of EUR 250,000 per season linked to the player’s registration with the Respondent and participation in its matches. 7. In continuation, the Single Judge observed that, on the one hand, the Claimant asserted having only received EUR 1,305,000, whereas, according to the transfer agreement, it would have been entitled to EUR 3,500,000. On the other hand, the Single Judge took note that the Respondent argued that the Claimant failed to comply with its obligations to provide it with invoices and that consequently, it cannot be considered in breach of its contractual obligations. The Single Judge further noted that the Respondent alleged that according to the Regulations, it should deduct and retain the sum due as solidarity contribution. 8. To start with, the Single Judge recalled the general principle of pacta sunt servanda which in essence means that agreements must be respected by the parties in good faith and held that the Respondent must fulfil the contractual obligations it voluntarily entered into with the Claimant by means of the contract signed between the parties. 9. As to the Respondent’s argument related to the failure to provide invoices, the Single Judge deemed it important to point out that it is uncontested that the Respondent proceeded to several payments to the Claimant without prior presentation of an invoice, thereby creating legitimate expectations for the Claimant that it had no longer the obligation to provide the Respondent with such a document and that the latter would execute its obligations spontaneously on the agreed dates. 10. Subsequently and regarding the deduction of the amount allegedly due as solidarity mechanism, the Single Judge referred to art. 21 of the Regulations in combination with art. 1 of Annexe 5 of the Regulations, which stipulate 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 and be distributed by the new club as a solidarity contribution to the club(s) involved in the training and education of the player in proportion of the number of years the player has been registered with the relevant club(s) between the seasons of his 12th and 23rd birthday. 11. Therefore, the Single Judge concluded that, in the matter at hand, the new club, i.e. the Respondent, would have to deduct 5% from the total amount of the transfer compensation and, subsequently, distribute said proportion to the club(s) involved in the training and education of the player. 12. In this context, the Single Judge was keen to underline that it is clearly not the purpose of the provisions regarding solidarity contribution that the new club, i.e. the Respondent, can simply retain 5% of the transfer compensation without distributing said 5% to the clubs involved in the training and education of the player. In this respect, the Single Judge recalled that the Respondent just raised that there was a pending dispute related to solidarity contribution but in no way proved having actually distributed the solidarity contribution to any training club(s). 13. Taking into account all the foregoing, the Single Judge considered that the Respondent could not enrich itself by retaining 5% of the transfer compensation without distributing such percentage as solidarity contribution to the club(s) involved in the training and education of the player. 14. Consequently, and since it is undisputed that a total amount of EUR 3,500,000 has fallen due as well as that EUR 1,305,000 were effectively paid by the Respondent to the Claimant, the Single Judge concluded that the amount of EUR 2,195,000 was still outstanding and should, therefore, be paid by the Respondent to the Claimant in compliance with the transfer agreement. 15. 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 proceedings before the Players’ Status Committee including its Single Judge, costs in the maximum amount of CHF 25,000 are levied and which states that the costs are to be borne in consideration of the parties’ degree of success in the proceedings. 16. Taking into account that the responsibility of the failure to comply with the payment of the transfer compensation can entirely be attributed to the Respondent and that the claim of the Claimant has been fully accepted, the Single Judge concluded that the Respondent has to bear the costs of the current proceedings before FIFA. 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 over CHF 200,000. Consequently, the Single Judge concluded that the maximum amount of costs of the proceedings corresponds to CHF 25,000. 17. In conclusion, and in view of the circumstances of the present matter, the Single Judge determined the costs of the current proceedings to the amount of CHF 18,000. Consequently, and in line with the aforementioned considerations, the Single Judge of the Players’ Status Committee decided that said amount has to be paid by the Respondent in order 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 within 30 days as from the date of notification of this decision, the total amount of EUR 2,195,000. 3. In the event that the aforementioned amount is not paid 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 its consideration and a formal decision. 4. The final costs of the proceedings in the amount of CHF 18,000 are to be paid by the Respondent, within 30 days as from the date of notification of the present decision, as follows: 4.1. The amount of CHF 13,000 has to be paid to FIFA to the following bank account with reference to case nr. XXXX: UBS Zurich Account number 366.677.01U (FIFA Players’ Status) Clearing number 230 IBAN: CH27 0023 0230 3666 7701U SWIFT: UBSWCHZH80A 4.2. The amount of CHF 5,000 has to be paid directly to the Claimant. 5. The Claimant is directed to inform the Respondent immediately and directly of the account number to which the remittances under points 2. and 4.2. 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 Marco Villiger Deputy Secretary General Encl. CAS Directives