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 16 July 2012, the club from country B, Club A (hereinafter: the Claimant), the club from country D, Club C (hereinafter: the Respondent), and the club from country B, Club F (hereinafter: Club F), signed a transfer agreement (hereinafter: the agreement) for the transfer of the 100% of the federative rights as well as 80% of the economic rights of the Player E (hereinafter: the player) to the Respondent. 2. Clause 3 of the agreement provided that the Claimant “will keep the 20% of the economic rights of the player in case of a future transfer”. 3. According to clause 7 of the agreement, the total amount of the transfer compensation payable by the Respondent to Club F and to the Claimant amounted to USD 2,100,000. Pursuant to said agreement, the Claimant was entitled to receive from the Respondent the amount of USD 800,000 as follows: a) USD 350,000 on 30 July 2012; b) USD 300,000 on 15 January 2013; c) USD 150,000 on 15 July 2013. 4. Clause 9 of the agreement also provided that “in case of late payment, the following terms will apply: a) In case of partial or total failure to pay the agreed amounts, Club A [i.e. the Claimant] must notify of said breach to Club C [i.e. the Respondent]. In the event that the amounts are not paid within the next 7 days as from the notification, all the amounts will be due immediately and Club C will be liable to pay the amount of USD 50,000 as damages. b) Additionally, in case of failure to pay any of the amounts agreed, an interest of 15% per year will apply as from the date of the breach. This interest is recognised as a penalty in addition to the amount of USD 50,000 for damages. The application of this interest will be automatic in case of breach and does not required any additional action from Club A [i.e. the Claimant]. 5. Clause 12 of the agreement stipulated the following: “This agreement, replace all the previous written or verbal arrangements between the parties in connection with the present agreement”. 6. The Claimant and the Respondent also signed an undated “pre-contract” (hereinafter: the pre-contract), according to which “Club C [i.e. the Respondent] recognises to Club A [i.e. the Claimant] 20% net of the price of a future transfer of the player to another club applicable over the amount of USD 2,100,000”. 7. On 7 August 2014, the Claimant lodged a claim in front of FIFA against the Respondent requesting from the latter the payment of the amount of EUR 1,000,000 as well as an interest at the rate of 15% p.a. as follows: a) “Over the amount of EUR 600,000 as of 72 hours of having the ITC been issued for Player E [i.e. the player] to be registered for the Respondent until the date of effective payment; b) Over the amount of EUR 200,000 as of 2 March 2014 until the date of effective payment; c) Over the amount of EUR 200,000 as of 4 August 2014 until the date of effective payment”. 8. Additionally, the Claimant requested “20% net of all future economic benefits it receives from Club G in connection with any kind of transaction related to the Player E [i.e. the player]”. 9. According to the Claimant, the player was transferred in August 2013 from the Respondent to the club from country H, Club G (hereinafter: Club G), for a fixed transfer compensation of EUR 5,000,000 payable in three instalments as well as a conditional fee. 10. Despite the exchange of correspondences between the parties, the Claimant maintained that it did not receive any amounts that would be due in accordance with clause 3 of the agreement. In this regard, according to the Claimant, the parties expressly excluded to calculate the 20% of a future transfer of the player over the amount of USD 2,100,000 in the pre-contract and clearly recognised in clause 3 of the agreement the right to this net percentage of a future sale. 11. On 3 November 2014, the Respondent sent its reply to the claim lodged against it and maintained that the parties clearly agreed upon a “sell on clause of 20% of the net economic benefits for a future transfer of the player”, and therefore, the amount of USD 2,100,000 must be deducted from the transfer compensation before applying the percentage of 20%. In this regard, according to the Respondent, clause 3 of the agreement was ambiguous and since the agreement was drafted by the Claimant, the legal principle “contra proferentem” must be applied and the referred clause of the agreement interpreted in favour of the Respondent. In this regard, taking into consideration the terms of the pre-contract and despite the amendment to the precontract made by the Claimant in clause 3 of the agreement, the Respondent reiterated that the parties agreed upon the 20% percentage of the net economic benefits to be paid to the Claimant in case of a potential subsequent transfer of the player. 12. As a consequence, the Respondent requested to reject the interpretation made by the Claimant and to deduct the amount of USD 2,100,000 from the transfer fee received from Club G before applying the sell-on clause of 20%. Additionally, the Respondent rejected the request for interest for late payment at the rate of 15% p.a. and considered that no payment obligation existed before the relevant amounts were established between the parties and became due. The Respondent also maintained that such interest must be considered disproportionate and contrary to the FIFA jurisprudence. 13. Additionally, on 13 February 2015, the Respondent informed FIFA that the Claimant was placed on the list of “Specially Designated Nationals and Blocked Persons by the Government” and, therefore, that all transactions with the Respondent were prohibited until the Claimant would be removed from the said list. 14. On 6 April 2015, the Claimant presented its replica, maintaining its initial claim and stating that the legal principle “contra proferentem” could not be applied in the present dispute. The Claimant was of the opinion that the parties contractually agreed that the Claimant would receive 20% over all benefits of the Respondent from the subsequent transfer of the player. Additionally, according to clause 12 of the agreement, the Claimant recalled that both parties agreed that the agreement substituted all the previous contracts. The Claimant further added that, even if we would apply the terms of the pre-contract concluded between the parties, it was clearly stipulated that the Claimant would be entitled to “20% of a future sale” of the player as the sentence “20% of an added value” was crossed by the parties. 15. Additionally, according to the Claimant, in the meanwhile, Club G paid to the Respondent the total amount of EUR 10,000,000 for the player and, therefore, requested FIFA to oblige the Respondent to disclose the payments already received from Club G. 16. Regarding the requested interest, the Claimant maintained that they were not disproportionate and were due as of one day after the agreed payment date elapsed. The Claimant argued that the due dates were disclosed in the FIFA TMS (cf. point 5 above). 17. Consequently, the Claimant fully adhered to its initial claim and added that “in case the Players? Status Committee does not accept the petition of my [i.e. the Claimant] claim of 7 August 2014, it shall be oblige to pay the Respondent to pay to the Claimant 20% of all its financial benefits from Club G [i.e. Club G] for the Player E [i.e. the player], after having deducted the amount it paid to the Claimant (USD 800,000 or subventualiter USD 2,100,000) plus interest at the rate of 15% p.a. as of the relevant due dates”. 18. Subsequently, on 29 June and 10 August 2015 respectively, the Claimant amended its claim and informed that the Respondent did not disclose the total amount of the transfer fee paid by Club G. However, according to the information provided by Club G, the latter paid an additional amount of EUR 4,500,000 to the Respondent and, therefore, the Claimant deemed that he was also entitled to receive the 20% of this amount, i.e. EUR 900,000, plus the relevant interests. 19. In its final comments, the Respondent mainly reiterated its previous position. 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 Rules Governing the Procedures of the Players’ Status Committee and the Dispute Resolution Chamber (hereinafter: Procedural Rules) was applicable to the matter at hand. In this respect, he referred to art. 21 of the Procedural Rules as well as to the fact that the present matter was submitted to FIFA on 7 August 2014. Therefore, the Single Judge concluded that the 2014 edition of the 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 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 7 August 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. In this respect, the Single Judge first acknowledged that on 16 July 2012 the parties and Club F had concluded an agreement for the transfer of the 100% of the federative rights and 80% of the economic rights of the player from the Claimant to the Respondent for a total amount of USD 2,100,000, i.e. USD 800,000 to be paid to the Claimant. Furthermore, the Single Judge observed that clause 3 of the agreement stipulated that in case of a subsequent transfer of the player to a third club, the Respondent agreed to pay to the Claimant 20% of the value of the subsequent transfer of the player. 6. The Single Judge further noted that, according to the information provided by the Claimant and the Transfer Matching System (TMS), the Respondent had concluded on 13 July 2013 a transfer agreement with Club G for the definitive transfer of the player to Club G for a transfer fee of EUR 5,000,000, to be paid as follows: EUR 3,000,000 72 hours after the issuance of the ITC (according to the TMS, the ITC was issued on 5 August 2013), EUR 500,000 on 12 February 2014, EUR 500,000 on 5 April 2014 and EUR 1,000,000 on 5 July 2014. Additionally, the Single Judge remarked that Club G also confirmed and provided further indications of an additional conditional payment made to the Respondent by Club G in the amount of EUR 4,500,000. 7. Having said this, the Single Judge acknowledged, on the one hand, that the Claimant had argued that as the Respondent had subsequently transferred the player to Club G, it should therefore be entitled to receive 20% of the amounts received by the Respondent in relation to the subsequent transfer of the player to Club G as well as interest at a rate of 15% per year over such amount received by the Respondent as from the respective due dates. 8. On the other hand, the Single Judge observed that the Respondent had argued in essence that the parties agreed upon a sell-on clause of 20% of the net economic benefits of a future transfer and, therefore, the amount of USD 2,100,000 had to be deducted from the transfer fee received from Club G in the subsequent transfer of the player to Club G before applying the percentage of 20%. The Single Judge also remarked that the Respondent had maintained that the requested interest of 15% must be considered disproportionate and not payable before the amounts became effectively due. 9. In view of the above, and based on the submissions of both parties, the Single Judge was keen to underline that it remained uncontested by the parties that the Respondent and Club G had signed a transfer agreement on 13 July 2013 for the definitive transfer of the player from the Respondent to Club G. 10. With the aforementioned considerations in mind, the Single Judge went on to consider the allegations of the Respondent according to which the calculation of the percentage of the subsequent transfer of the player from the Respondent to Club G had to be calculated over the amount of USD 2,100,000. 11. In this regard, the Single Judge was eager to emphasise that clause 12 of the agreement clearly stipulated that such agreement would replace all previous written or verbal agreements agreed upon between the parties in connection with the agreement. Consequently, the Single Judge concluded that the agreement must be the only valid and binding contract between the parties. 12. In continuation, the Single Judge emphasised that, by means of the agreement, the Respondent had accepted to pay to the Claimant the amount of USD 800,000 as transfer fee for the transfer of the player as well as a 20% of a potential subsequent transfer of the player. In this regard, the Single Judge was eager to stress out that clause 3 of the agreement was clear and self-explanatory and only mentioned that the percentage of 20% of the subsequent transfer of the player would be paid to the Claimant by the Respondent 13. On that basis, and in view of the general legal principle of pacta sunt servanda, which in essence means that agreements must be respected by the parties in good faith, the Single Judge held that the Respondent must fulfil its obligations contained in the agreement that it freely entered into with the Claimant and, therefore, must pay to the Claimant the sell-on fee agreed upon in clause 3 of said agreement. 14. In view of all of the above and taking into account the information contained in TMS and the information provided by Club G, which confirmed that the player had been subsequently transferred to a third club, Club G, for a transfer fee of EUR 5,000,000 to be paid in three different instalments as well as for an additional conditional sum of EUR 4,500,000, the Single Judge decided to that the Claimant was entitled to receive from the Claimant 20% of the total amount paid by Club G to the Respondent for the player’s subsequent transfer. Consequently, the Single Judge held that the Respondent has to pay the Claimant the total sum of EUR 1,900,000, i.e. 20% of the subsequent transfer of the player from the Respondent to Club G. 15. Having said this, the Single Judge went on to address the request of the Claimant for interest over the due amounts at the rate of 15% p.a. in accordance with clause 9 b) of the agreement. 16. In this context, the Single Judge observed that the Respondent has challenged the interest rate of 15% p.a. alleging that such rate was disproportionate, contrary to the FIFA jurisprudence, and undue until the payment obligation was fixed. Taking into account the foregoing, the Single Judge was eager to emphasise that clause 9 b) of the agreement clearly provided for an interest rate of 15% in case of non-payment of any of the agreed sums in the agreement, and such interests rate of 15% p.a. is not excessive according to the longstanding jurisprudence of the PSC. 17. Consequently, the Single Judge decided to accept the requested interest at a rate of 15% p.a. over the amounts due. 18. In this regard and concerning the percentage of the additional conditional payment made by Club G to the Respondent in the amount of EUR 4,500,000, the Single Judge noticed that the Claimant did not specify on which date said payment had to be made. As a consequence, the Single Judge decided to grant 15% interest p.a. over the amount of EUR 900,000 as of the date of the amendment of the Claimant’s complaint, i.e. on 10 August 2015. 19. In view of all of the above, the Single Judge decided to partially accept the Claimant’s claim and held that the Respondent must pay to the Claimant the total amount of EUR 1,900,000, plus interest of 15% p.a. over the said amount as follows: - on the amount of EUR 600,000 as of 9 August 2013; - on the amount of EUR 100,000, as of 2 March 2014; - on the amount of EUR 100,000, as of 6 April 2014; - on the amount of EUR 200,000, as of 4 August 2014; - on the amount of EUR 900,000, as of 10 August 2015. 20. 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). 21. In respect of the above, taking into account that the Claimant’s complaint is partially accepted but that the Respondent is the party at fault, the Single Judge concluded that the Respondent has to bear the costs of the current proceedings before FIFA. 22. 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 1,900,000. Consequently, the Single Judge concluded that the maximum amount of costs of the proceedings corresponds to CHF 25,000. 23. In conclusion, and considering the particularities of the present matter, the Single Judge determined the costs of the current proceedings to the amount of CHF 18,000. Therefore, the Respondent has to pay the amount of CHF 18,000 to bear the procedural costs. 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 C, has to pay to the Claimant, Club A, within 30 days as from the date of notification of this decision, the amount of EUR 1,900,000, plus 15% interest p.a. as follows: - on the amount of EUR 600,000 as of 9 August 2013; - on the amount of EUR 100,000, as of 2 March 2014; - on the amount of EUR 100,000, as of 6 April 2014; - on the amount of EUR 200,000, as of 4 August 2014; - on the amount of EUR 900,000, as of 10 August 2015. 3. If the aforementioned sum, plus interests as established above, are 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 claims lodged by the Claimant, Club A, are rejected. 5. The final amount of costs of the proceedings in the amount of CHF 18,000 are to be paid by the Respondent, Club C, within 30 days of notification of the present decision as follows: 5.1 The amount of CHF 13,000 to FIFA to the following bank account with reference to case nr. xxxxxxxxxxx: 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 5,000 to the Claimant, Club A. 6. The Claimant, Club A, is directed to inform the Respondent, Club C, immediately and directly of the account number to which the remittance under points 2. and 5.2 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 article 58 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