F.I.F.A. – Camera di Risoluzione delle Controversie (2015-2016) – controversie di lavoro – ———- F.I.F.A. – Dispute Resolution Chamber (2015-2016) – labour disputes – official version by www.fifa.com – Decision of the Dispute Resolution Chamber passed in Zurich, Switzerland, on 26 May 2016, in the following composition: Thomas Grimm (Switzerland), Deputy Chairman Wouter Lambrecht (Belgium), member Zola Percival Majavu (South Africa), member Johan van Gaalen (South Africa), member Eirik Monsen (Norway), member on the claim lodged by the club, Club A, country B, as Claimant against the player, Player C, country D, as Respondent I and the club, Club E, country F, as Respondent II regarding an employment-related dispute between the parties I.

F.I.F.A. - Camera di Risoluzione delle Controversie (2015-2016) - controversie di lavoro – ---------- F.I.F.A. - Dispute Resolution Chamber (2015-2016) - labour disputes – official version by www.fifa.com – Decision of the Dispute Resolution Chamber passed in Zurich, Switzerland, on 26 May 2016, in the following composition: Thomas Grimm (Switzerland), Deputy Chairman Wouter Lambrecht (Belgium), member Zola Percival Majavu (South Africa), member Johan van Gaalen (South Africa), member Eirik Monsen (Norway), member on the claim lodged by the club, Club A, country B, as Claimant against the player, Player C, country D, as Respondent I and the club, Club E, country F, as Respondent II regarding an employment-related dispute between the parties I. Facts of the case 1. On 2 February 2015, the club from country B, Club A (hereinafter: the Claimant or Club A), and the club from country F, Club E (hereinafter: the Respondent II or Club E), concluded an agreement (hereinafter: the loan agreement) for the loan of the player from country D, Player C (hereinafter: the Respondent I) from Club E to Club A as from 2 February 2015 until 30 June 2015. 2. Clause 3 of the loan agreement stipulates that “[i]n consideration for the Loan and Club A agreeing to pay the [Respondent I]’s salary throughout the Loan Period […], Club E has agreed to pay Club A 1,022,083 as a contribution towards the [Respondent I]’s salary for the duration of the Loan Period”. 3. In addition, clause 4 of the loan agreement provides that “Club A and Club E agree that this agreement is subject to the fulfilment of the following conditions: (a) [The Respondent I] and Club A shall sign a separate employment contract between the Club A and the [Respondent I], in the form of the Football League of country B for the duration of the Loan Period”. 4. Furthermore, clause 11 of the loan agreement reads as follows: “Club E shall grant to Club A an option (the ‘Loan Option’) to extend the Loan for a further period of twelve months from 1st July 2015 to 30th June 2016 (the ‘Extended Loan Period’). In order to exercise the Loan Option, Club A shall: (a) obtain the [Respondent I]’s consent to the Extended Loan Period and enter into an extended contract of employment with the [Respondent I] for the duration of the Extended Loan Period; and (b) notify Club E in writing that they wish to exercise the Loan Option and extend the Loan for the Extended Loan Period by no later then 30th June 2015. If the Loan Option is not exercised on or prior to 30th June 2015, the Loan Option will lapse and no longer be available to Club A”. 5. In continuation, clause 12 of the loan agreement clarifies that “[i]n the event the Loan Option is exercised and the Loan is extended for the Extended Loan Period Club A agree to pay Club E a loan fee of €500,000 (five hundred thousand euros) payable within 7 days of receipt of a valid invoice”, whereas clause 13 states that “[i]n the event the Loan is extended in accordance with clause 11 above, Club A will be responsible for the [Respondent I]’s remuneration in accordance with the terms of his contract of employment with Club A”. 6. In the same vein, clause 14 of the loan agreement provides for the following: “In the event that the Loan is extended, Club A and Club E hereby agree that Club A shall have an option to purchase the registration of the [Respondent I] (the ‘Purchase Option’). In order to exercise the Purchase Option, Club A shall notify Club E in writing that they are invoking the Purchase Option no later than 15th January 2016 unless an extension is agreed by both parties. Club A shall then be afforded 7 days from the date of notification to finalise the [Respondent I]’s personal terms and register the [Respondent I]. Should Club A fail to exercise the Purchase Option and/or reach agreement with the [Respondent I] within the applicable period then the parties accept that the Purchase Option will no longer be available to Club A”. 7. In this respect, clause 15 of the loan agreement specifies that : “In the event that the Purchase Option is exercised, in consideration of the transfer of the [Respondent I]’s registration, Club A agree to pay to Club E: (a) the sum of €19,000,000 (nineteen million euros) within 5 days upon the registration of the [Respondent I] and upon receipt of a valid invoice; and (b) In addition, whilst the [Respondent I] is registered for Club A, if Club A qualifies for The UEFA Champions League Group Stage, Club A shall on the first occasion only pay Club E a further amount of €1,000,000 (One Million Euros) inclusive of FIFA Solidarity payments payable within 7 days of receipt of a valid Invoice”. 8. On the same date, i.e. 2 February 2015, and resorting to the standard form provided by the “Football League of country B”, the Claimant and the Respondent I concluded an employment contract (hereinafter: the employment contract), valid as of 2 February 2015 until 30 June 2019. 9. Pursuant to art. 2 of the employment contract, the Claimant undertook to pay the following gross remuneration to the Respondent I: - 2014-15 season: EUR 1,320,000; - 2015-16 season: EUR 3,257,000; - 2016-17 season: EUR 3,976,000; - 2017-18 season: EUR 3,976,000; - 2018-19 season: EUR 3,976,000. 10. Moreover, art. 3 of the employment contract provides that “the parties undertake to wholly abide by the provisions contained in the Collective Bargaining Agreement in force (both its body and its Annexes)”. 11. On the same date, i.e. on 2 February 2015 , Mr G, Club A’s CEO, signed a document called “Irrevocable Confirmation” which reads as follows: “Notwithstanding anything to the contrary, Club A S.p.A. (‘Club’) hereby expressly and irrevocably agrees that: (i) the employment contract signed on 2 February 2015, by and between the [Claimant] and the [Respondent I] (‘Employment Contract’) shall not be deemed to be the consent of [the Respondent I] for the purposes of the clause of the loan agreement signed by and between the [Claimant] and Club E which enables the [Claimant] to exercise the option of extending the loan period (‘Clause 1’); (ii) the Employment Contract shall not be deemed to be the consent of the [Respondent I] for the purposes of the clause of the loan agreement signed by and between the [Claimant] and Club E which enables the [Claimant] to exercise the option to have the [Respondent I] permanently transferred to the [Claimant] (‘Clause 2’); (iii) the [Claimant] shall not be entitled to exercise any of its rights under any of Clause 1 and/or Clause 2 unless the [Respondent I], at such time, expressly and in writing, notifies the [Claimant] of his desire to remain under the [Claimant]’s employment for the season 2015/2016, and beyond (‘Consent’); (iv) in the event that the [Claimant] is unable to obtain the Consent, the employment contract shall be terminated without any liability on the [Respondent I], on 30 June 2015”. 12. On 17 June 2015, Club A sent a correspondence to Club E, expressing its intention to exercise the option enshrined in clause 11 of the loan agreement (cf. point I.4 above) and, therefore, to extend the loan term. 13. On 22 June 2015, Club E replied to Club A’s correspondence, stressing that it shall agree to extend the loan provided that Club A sent it a copy of the written consent of the Respondent I. 14. On 2 July 2015, Club A sent an e-mail to the Respondent I, inviting him to attend its training camp. 15. On 3 July 2015, Club A introduced in the Transfer Matching System (TMS) the relevant instruction in order to extend the loan. 16. On the same date, Club E addressed a second correspondence to Club A, emphasising that according to his representative, the Respondent I had not given his consent to the loan extension of the loan as required by clause 11 of the loan agreement and that, therefore, it would start the process to recall the Respondent I. 17. On 4 July 2015, Club A replied to Club E, outlining that the Respondent I had expressed his consent to the extension by signing an employment contract valid until 30 June 2019. In this respect, Club A stressed that Club E’s refusal to release the player would result in a breach of the loan agreement and would be tantamount to inducement to breach of contract. 18. On 12 July 2015, Club E sent a correspondence to Club A, requesting the latter to return the International Transfer Certificate (ITC) of the [Respondent I]. In its correspondence, Club E asserted, inter alia, that the loan agreement and the Irrevocable Confirmation, required that “a further contract [than the employment contract] is executed in order to evidence the [Respondent I]’s consent to the Extension”. In addition, Club E pointed out that Club A violated clause 4.a of the loan agreement by signing an employment contract with the Respondent I for a longer duration than the loan. 19. On 13 July 2015, the Claimant sent a correspondence to the Respondent I taking note of his failure to resume duties and, therefore, requesting to do so by 14 July 2015. 20. On 16 July 2015, the Claimant lodged a claim in front of FIFA against the Respondent I and the Respondent II, holding them jointly and severally liable for breach of contract without just cause and inducement to the breach respectively. In particular, the Claimant claimed the amount of EUR 32,893,333.33 as well as the imposition of sporting sanctions on the Respondent I and Club E. In addition, the Claimant requested FIFA to order the Respondent I and the Respondent II to bear the costs of the proceedings. 21. In its claim, the Claimant first asserts that the edition 2015 of the FIFA Regulations on the Status and Transfer of Players applies to the dispute as well as country B’s law for the questions related to the employment contract, Swiss law being applicable subsidiarily. 22. In continuation, Club A alleges that it fulfilled the two conditions provided for in clause 11 of the loan agreement in order for the loan option to be validly exercised. In this regard, Club A argues that Club E seems to misinterpret the content of such clause 11 by adding a condition when, in Club E’s correspondence dated 12 July 2015, it states that the employment contract signed on 2 February 2015 is not enough and that the Respondent I should have expressed a further written consent at a later stage. In this respect, Club A insists that the content of the relevant clause is clear and that, therefore, it does not give room to interpretation. According to Club A, by signing a contract valid until 30 June 2019, i.e. a period covering the loan extension, the Respondent I consented to said extension. In addition, Club A points out that the Respondent I never withdrew his consent or expressed that the signature of the employment contract should not be regarded as his consent to the loan extension. 23. In continuation, the Claimant emphasises that the Respondent I was bound to it until 30 June 2019 and that, therefore, by not resuming duties after his holidays, the Respondent I unilaterally terminated the contract without just cause during the protected period. 24. Furthermore, Club A concludes that Club E induced the Respondent I to breach the employment contract as well as that it breached the loan agreement and by doing so, deprived Club A from its right to permanently transfer the Respondent I. 25. Having stated the foregoing, the Claimant asserts that it is entitled to a compensation equal to the value of the services of the Respondent I. In order to calculate said value, Club A first refers to the fact that it was supposed to pay the amount of EUR 20,500,000 to Club E for the Respondent I, i.e. EUR 20,000,000 as transfer compensation for the definitive transfer and EUR 500,000 as compensation for the loan extension. In addition, Club A undertook to pay the Respondent I the amount of EUR 16,505,000 as remuneration for the whole duration of the employment contract. Therefore, Club A concludes that it agreed to acquire the services of the Respondent I for four-and-a-half years for the amount of EUR 37,005,000 and that, since it could only enjoy his services for half a year, the amount of compensation should be equivalent to EUR 32,893,333.33. 26. Finally, the Claimant requests the imposition of sporting sanctions on the Respondent I and on Club E. 27. In his reply to the claim, the Respondent I first asserts that the FIFA’s Dispute Resolution Chamber should apply the regulations of FIFA and Swiss law, whilst taking into account country B’s law and the specificity of sport. 28. In continuation, the Respondent I argues that as per FIFA regulations, three conditions are required for a loan to be valid: (i) the loan shall be for a predetermined period of time; (ii) the loan agreement shall establish the conditions of the loan; and (iii) the player and the new club shall enter into an employment contract but only for the duration of the loan. In this respect, the Respondent I points out that the employment contract signed with Club A failed to comply with the third requirement. 29. Notwithstanding the above, the Respondent I alleges that Club A’s representatives informed him that it was common in country B to sign long-term contracts even if the player is registered on a short-term basis. Consequently, and in order to preserve his rights, the Respondent I explains that the Club A’s CEO agreed to sign and remit him the Irrevocable Confirmation (cf. point I.11 above), which, according to the Respondent I, states that the employment contract does not constitute his consent to the loan extension and that, therefore, in case Club A would wish to extend the loan, the latter club would need his separate, express written consent. In this respect, the Respondent I insists that Club A acted in bad faith and willingly refused to refer to said document in its statement of claim. Nevertheless, the Respondent I declares that the following acts from Club A demonstrate that it was aware that his express consent was required: (i) the Respondent I states that on many occasions, the Claimant’s representatives entered into contact with him in order to convince him to give his consent to the extension; (ii) the Respondent I asserts that Mr H, Club A’s sporting director, acknowledged on occasion of a press conference that the Respondent I “ha[d] the right to decide” about his future; (iii) the Respondent I stresses that at the end of June 2015, Club A proposed him to improve the financial conditions of the employment contract; and (iv) the Respondent I purports that on the occasion of an interview, the Club A’s CEO acknowledged that “[the Respondent I] had signed a multi-year contract, though he had a document which granted him the mysterious right of veto, but only for him to return to Club E”. 30. In view of the above, the Respondent I concludes that the employment contract was terminated by mutual agreement in accordance with the provisions set out in the Irrevocable Confirmation. 31. In its reply to the claim, Club E first asserts that FIFA regulations, Swiss law and country B’s law are applicable to the matter at stake. In particular, Club E considers that the effect of the employment contract and of the Irrevocable Confirmation so far as it relates to the employment contract is governed by country B’s law and FIFA regulations, whereas the effect of the loan agreement and of the Irrevocable Confirmation, so far as it relates to the loan agreement, is governed by Swiss law and FIFA regulations. 32. As to the substance, Club E purports that by signing an employment contract longer than the loan duration, Club A violated art. 4.a of the loan agreement and that, therefore, Club A cannot rely on said contract to establish a cause of action against the Respondent I and Club E. 33. In continuation, Club E contends that clause 11(a) of the loan agreement actually provides for two conditions: (i) obtain the Respondent I’s consent to the extended loan period and (ii) enter into an extended employment contract with the Respondent I. In addition, Club E considers that Club A’s argumentation is inconsistent. In particular, Club E points out that according to said argumentation, in case Club A had chosen not to exercise the option, the Respondent I would have remained bound to Club A until 30 June 2019 and would have therefore been in breach of his contractual obligations with Club E. In this respect, Club E suggests that it would be appropriate to impose sporting sanctions on Club A for inducement to the breach of the employment contract between the Respondent I and Club E. 34. Club E then focuses on the Irrevocable Confirmation and makes the same assertions as the Respondent I regarding Club A’s knowledge and recognition of its validity. In support of its allegation, Club E makes reference to an alleged exchange of messages between Mr I, a Club A’s representative, and Ms J, a Club E’s representative, by means of which Mr I would have agreed to grant the Respondent I an “exit option”. In addition, Club E presented a first draft of the loan agreement dated 1 February 2015, in particular of its clause 11, which did not contain the point “(a)”. According to Club E, the inclusion of this point (a) was aimed at reflecting the content of the Irrevocable Confirmation. As to said content, Club E stresses that the latter document constitutes a clear and unequivocal evidence that by entering into the employment contract, the Respondent I did not thereby consent, nor could he be taken as consenting, to him remaining at Club A beyond 30 June 2015. 35. Furthermore, and should the Dispute Resolution Chamber hold the Respondent I liable for breach of contract, Club E challenges the calculation of compensation made by Club A. First, Club E outlines that Club A cannot establish that the purchase option would have been exercised. In addition, Club E sustains that Club A does not prove that it had to hire a substitute player. Club E eventually stresses that the departure of the Respondent I represented a saving for Club A. 36. In addition, Club E argues that it cannot be considered as the Respondent I’s new club for the purposes of art. 17 of the FIFA Regulations on the Status and Transfer of Players since it is the loaning club that had a prior contract with the Respondent I. 37. As far as the inducement is concerned, Club E insists that it relied in good faith on the Irrevocable Confirmation and took no action to encourage the Respondent I not to consent to the loan extension. Moreover, Club E outlines that it had the obligation to comply with the contract that it had signed with the Respondent I after the temporary suspension of the latter was lifted. 38. In its replica, the Claimant asserts that in accordance with art. 4 par. 1 of the country B’s law 91/1981, art. 93 par. 1 of the Football Association of country B Internal Regulations as well as art. 2.1 of the “collective agreement”, the contracts governing the financial and legal relations between clubs and professional players must be drafted on the standard form provided by the League, i.e. the Football League of country B in the case at hand, otherwise it shall be considered null and void. In addition, Club A outlines that in accordance with art. 3.1 of the collective agreement, the employment contract drafted on the standard form must then be registered with the Football League of country B, which is a responsibility of both the club and the player. In this respect, Club A emphasises the content of art. 3.5 of the collective agreement which provides that any additional agreements modifying or integrating the employment contract are subject to the same conditions of form and registration. In view of the above, and in particular considering that the Irrevocable Confirmation has not been drafted on the relevant form and registered with the Football League of country B, Club A concludes that it must be considered null and void. 39. In addition, and notwithstanding the above, Club A contends that the Irrevocable Confirmation did not complement the employment contract but was superseded by the latter. Indeed, according to Club A, the Irrevocable Confirmation is a document issued in the scope of the negotiations between the parties, which was at a later stage replaced by the employment contract in full. In this respect, Club A outlines that it is the reason why only the employment contract was registered and why such contract does not refer to the Irrevocable Confirmation. 40. In continuation, the Claimant points out that since the loan agreement provided for an option to convert the loan to a permanent transfer, art. 103 par. 2.c of the Football Association of country B Internal Regulations actually obliged it to sign an employment contract with the Respondent I for a longer duration than the loan period. 41. Furthermore, Club A highlights that when Club E forwarded it the definitive version of the loan agreement, Club E presented the amendment of clause 11 as a “small amendment (…) which would be self evident in any case”. Accordingly, Club A purports that Club E’s recognition that it was a “small amendment” confirms its assertion that it did not impose a new requirement, i.e. a further written consent of the Respondent I. 42. The Claimant further rejects the probative value of the evidence submitted by the counterparties. In this regard, Club A first underlines that Mr H is its Director of Football and that, therefore, his declarations regarding the legal aspects of the situation do not have any relevance. Club A then rejects the assertion that it proposed to the Respondent I to improve his financial conditions. Regarding the interview of its CEO, Club A argues that it occurred after the present dispute arose and that its CEO mentioned its existence only because it was the main argument of the counterparties. Finally, Club A outlines that Club E only presented a transcript of the exchange of messages between Mr I and Ms J, which puts in doubt its reliability, and questions the meaning of the expression “exit option”. 43. In light of the foregoing, the Claimant reiterates that the Respondent I breached the contract without just cause and that it is therefore entitled to receive a compensation amounting to EUR 32,893,333.33 based on the principle of positive interest. Alternatively, Club A affirms that the compensation should be calculated as the average remuneration and other benefits of the Respondent I under the employment contract with Club A and his new contract. In addition, Club A requests the FIFA Dispute Resolution Chamber to take into consideration the fact that the Respondent I was then loaned with a purchase option to Club K for a total amount of EUR 25,000,000, which means that his value increased by EUR 5,500,000 during his time in Club A. Equally, Club A mentions that it should be taken into account that the Respondent I’s departure had influence on its strategy on the transfer market and on the reduction of the number of season tickets it sold. 44. The Claimant then reiterates that the Respondent II induced the Respondent I to breach the contract. In particular Club A sustains that Club E sabotaged the valid exercise of the option because it had received a better offer from Club K. In this respect, Club A refers to a decision of the Dispute Resolution Chamber in which the loaning club had been deemed the “new club” under art. 17 of the FIFA Regulations on the Status and Transfer of Players. 45. Finally, Club A amends its claims and requests an interest of 5% p.a. as from 1 July 2015. 46. In its duplica, Club E reiterates that Club A, by signing an employment contract valid until 30 June 2019, violated the content of clause 4.a of the loan agreement. First of all, Club E argues that Club A agreed on the content of said clause 4.a. In addition, Club E outlines that the loan agreement is governed by Swiss law and that, therefore, Club A’s reference to country B’s rules must be disregarded. In any case, Club E contends that any infringement to country B’s rules could not be opposed to it. 47. Club E then referred to the evidence submitted in its first submission and in the one of the Respondent I, stressing that the positions occupied by Mr H, Mr I and Mr G give to their statement a conclusive probative value. 48. In continuation, Club E purports that the Irrevocable Confirmation is not to be regarded as a contract, but as a binding and effective declaration as to how the provisions of the employment contract have to be interpreted. Consequently, there was no need to comply with the forms imposed as per the collective agreement. Moreover, Club E points out that the Irrevocable Confirmation contains all the information and mentions required by the standard form. In this respect, and notwithstanding the above, Club E outlines that as per the collective agreement, the responsibility to use the standard form and to file the contract with the Football League of country B primarily rested upon Club A. 49. Furthermore, and referring to art. 1362 of the country B’s Civil Code, Club E contends that irrespective of the status of the Irrevocable Confirmation, the latter constitutes an instrument demonstrating the actual intention of the parties in accordance with the principle of good faith. In this respect, Club E insists on the alleged bad faith with which Club A acted towards the Respondent I and itself during the procedure. 50. In addition, Club E maintains that the Irrevocable Confirmation and the employment contract are integral to each other. Consequently, according to Club E, should the Irrevocable Confirmation be deemed null and void, the employment contract would be rendered incomplete and defective and should, therefore, be null and void as well. 51. Club E further rejects Club A’s allegation that the employment contract superseded the Irrevocable Confirmation, stating that both documents were executed at the same time. Moreover, Club E outlines that even if the employment contract does not refer to the Irrevocable Confirmation, the Irrevocable Confirmation, for its part, refers to the employment contract. 52. Finally, Club E focuses on the amount of compensation claimed by Club A. In this respect, Club E reiterates its previous argumentation and outlines that the additional criteria that Club A requested to be considered are not supported by any relevant evidence and should therefore be disregarded. 53. For his part, the Respondent I, in his duplica, repeats Club E’s argument according to which the employment contract and the Irrevocable Confirmation were executed at the same time. 54. In continuation, the Respondent I alleges that the Irrevocable Confirmation is not a contract, but an unilateral declaration granting a right to the Respondent I and Club E. Consequently, according to the Respondent I, the provisions of the collective agreement, which only govern the validity of the contracts, are not applicable. 55. Finally, the Respondent I reiterates his previous argumentation put forward in his reply to the claim. 56. After the closure of the investigation, Club A submitted an additional correspondence, insisting that the Irrevocable Confirmation does not constitute a unilateral declaration and was signed by the Respondent I. II. Considerations of the Dispute Resolution Chamber 1. First, the Dispute Resolution Chamber (hereinafter also referred to as Chamber or DRC) analysed whether it was competent to deal with the case at hand. In this respect, it took note that the present matter was submitted to FIFA on 16 July 2015. Consequently, the 2015 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 matter at hand (cf. article 21 of the Procedural Rules). 2. Subsequently, the members of the Chamber referred to art. 3 par. 1 of the Procedural Rules and confirmed that in accordance with art. 24 par. 1 in combination with art. 22 lit. a) of the Regulations on the Status and Transfer of Players (edition 2015) the Dispute Resolution Chamber is competent to deal with the matter at stake, which concerns a dispute between a club and a player as well as his new club in relation to the maintenance of contractual stability where there has been an ITC and a claim from an interested party regarding the payment of compensation for breach of contract. 3. Furthermore, the Chamber analysed which regulations should be applicable as to the substance of the matter. In this respect, it confirmed that in accordance with art. 26 par. 1 and 2 of the Regulations on the Status and Transfer of Players (edition 2015), and considering that the present claim was lodged on 16 July 2015, the 2015 version of said regulations (hereinafter: the Regulations) is applicable to the matter at hand as to the substance. 4. Subsequently, the DRC wished to point out that when deciding a dispute before the DRC, FIFA’s regulations prevail over any national law chosen by the parties. In this regard the Chamber 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 DRC would have to apply the national law of a specific party on every dispute brought to it. 5. The competence of the Chamber and the applicable regulations having been established, the Chamber entered into the substance of the matter. In this respect, the Chamber started by acknowledging all the above-mentioned facts as well as the arguments and the documentation submitted by the parties. However, the Chamber emphasised that in the following considerations it will refer only to the facts, arguments and documentary evidence which it considered pertinent for the assessment of the matter at hand. 6. In this respect, the DRC first observed that the Claimant submitted additional comments after notification of the closure of the investigation of the matter at hand. As a result, in line with art. 9 par. 4 of the Procedural Rules as well as the Chamber’s constant jurisprudence in this regard, the Chamber decided not to take into account the aforementioned submission and established that, in accordance with art. 9 par. 3 of the Procedural Rules, it shall take a decision upon the basis of those documents on file that were provided prior to the closure of the investigation-phase. 7. Having stated the above, the members of the Chamber acknowledged that, on 2 February 2015, the Claimant and the Respondent II concluded an agreement for the loan of the Respondent I to the Claimant until 30 June 2015. In particular, the DRC noted that in clause 11 of the loan agreement, the parties agreed on an option to extend the loan subject to the following conditions: “(a) obtain the Player’s consent to the Extended Loan Period and enter into an extended contract of employment with the player for the duration of the Extended Loan Period; and (b) notify Club E in writing that they wish to exercise the Loan Option and extend the Loan for the Extended Loan Period by no later then 30th June 2015”. Equally, the members of Chamber noticed that the loan agreement contained a further purchase option. Moreover, the Chamber observed that on the same date, i.e. on 2 February 2015, the Respondent I and the Claimant entered into an employment contract valid until 30 June 2019. 8. Subsequently, the Chamber took note of the claim of the Claimant, which maintains that in spite of having validly extended the loan of the Respondent I, the latter refused to resume duties and returned to the Respondent II, thereby breaching the employment contract concluded on 2 February 2015. In this regard, the members of the DRC noted that according to the Claimant, the Respondent I expressed the consent required by clause 11 of the loan agreement by signing the employment contract concluded on 2 February 2015. 9. The DRC further took due note of the fact that the Respondent I and the Respondent II, on their part, assert that the option to extend the loan was not validly exercised and the contractual relationship came to an end on 30 June 2015. In particular, the DRC observed that both Respondents allege that in accordance with the document titled Irrevocable Confirmation signed by the Claimant’s CEO on 2 February 2015, the Claimant had to obtain from the Respondent I a separate and express written consent apart from the one expressed in the employment contract, in order to validly extend the loan, separate consent that it did not obtain. 10. At this point, the Chamber focused on the analysis of said Irrevocable Confirmation, to which, interestingly, the Claimant did not make reference in its initial claim. Indeed, the DRC observed that the Claimant only addressed the question of the validity and of the effect of the Irrevocable Confirmation after both Respondents had submitted it, arguing, on the one hand, that it must be considered null and void for lack of compliance with the conditions of form and registration imposed by country B’s law and, on the other hand, that it was superseded by the employment contract. 11. As to the first argument, the DRC recalled its previous consideration (cf. point II.4 above) as well as its well-established jurisprudence in accordance with which the validity of a contract or of an amendment to a contract cannot be made conditional upon the execution of (administrative) formalities, such as, but not limited to, the registration procedure, which are of the sole responsibility of one party and on which the other party has no influence. 12. The Chamber then turned its attention to the Claimant’s argument according to which the Irrevocable Confirmation was issued in the scope of the negotiations between the parties, but was then replaced by the employment contract. In this respect, after referring to art. 12 par. 3 of the Procedural Rules according to which any party claiming a right on the basis of an alleged fact shall carry the respective burden of proof, the DRC emphasised that the Claimant did not submit any evidence regarding the timeline of events, which would demonstrate that the employment contract was concluded at a later stage and superseded the Irrevocable Confirmation. Conversely, the explicit reference made in the Irrevocable Confirmation to “the employment contract signed on 2 February 2015” rather led the Chamber to conclude that the issuance of the Irrevocable Confirmation was actually posterior to the signature of the employment contract. 13. In view of the foregoing, the Chamber held that the Claimant had not satisfactorily carried the burden of proof regarding the alleged invalidity or obsolescence of the Irrevocable Confirmation and therefore, concluded that the validity of the exercise of the option to extend the loan should be assessed in the light of said Irrevocable Confirmation. 14. Having established the above, the members of the Chamber wished to emphasise that the wording of the Irrevocable Confirmation is unambiguous and does not give room to interpretation when it states that “(i) the employment contract signed on 2 February 2015, by and between the [Claimant] and the [Respondent I] (‘Employment Contract’) shall not be deemed to be the consent of [the Respondent I] for the purposes of the clause of the loan agreement signed by and between the [Claimant] and Club E which enables the [Claimant] to exercise the option of extending the loan period (‘Clause 1’); (ii) the Employment Contract shall not be deemed to be the consent of the [Respondent I] for the purposes of the clause of the loan agreement signed by and between the [Claimant] and Club E which enables the [Claimant] to exercise the option to have the [Respondent I] permanently transferred to the [Claimant] (‘Clause 2’)”. In this respect, the DRC deemed it interesting to point out that the Claimant has never challenged the clear wording of the Irrevocable Confirmation. 15. In continuation, highlighting that it is uncontested that the Claimant did not obtain such separate consent from the Respondent I, the DRC had to draw the consequence provided for in the last sentence of the Irrevocable Confirmation, which is that “the employment contract shall be terminated without any liability on the [Respondent I], on 30 June 2015”. 16. At this stage, and for the sake of completeness, the Chamber deemed it important to outline that by signing an employment contract with the Respondent I valid until 30 June 2019, the Claimant actually breached clause 4 of the loan agreement concluded with the Respondent II, which stipulated that the employment contract had to be signed “for the duration of the Loan Period”. 17. Therefore and in view of the above-mentioned considerations, the DRC determined that the Claimant did not validly exercise the option to extend the loan, as it did not obtain a separate and specific consent of the Respondent I agreeing on the loan extension. 18. All the above led the Dispute Resolution Chamber to conclude that the claim of the Claimant has to be rejected. III. Decision of the Dispute Resolution Chamber The claim of the Claimant, Club A, is rejected. ***** Note relating to the motivated decision (legal remedy): According to art. 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 Dispute Resolution Chamber: Marco Villiger Deputy Secretary General Encl. CAS directives