The case before the Court of Arbitration for Sport (CAS) involved a dispute between C.S. Sporting Pitesti and S.C. Fotbal Club Rapid S.A. regarding the interpretation of a transfer fee agreement under Romanian contract law. The central issue was whether Rapid was obligated to pay Pitesti a second installment of EUR 40,000, contingent on Rapid receiving a transfer fee of at least EUR 500,000 for a player. The dispute arose from a 2008 contract in which Pitesti transferred its right to receive 20% of future transfer fees for the player to Rapid in exchange for EUR 80,000, payable in two installments. The first EUR 40,000 was paid immediately, while the second was conditional on the player's subsequent transfer for at least EUR 500,000. When the player was transferred for EUR 400,000 (or EUR 476,000 including VAT), Rapid refused to pay the second installment, arguing the condition was unmet. Pitesti contended the payment was still due, citing an alleged oral agreement and its partial ownership rights over the transfer fee.
The case examined the validity of the conditional payment clause under Romanian law, particularly the concept of "potestative conditions," where an obligation depends on one party's will. While pure potestative conditions (solely dependent on one party's will) are invalid, simple potestative conditions (also dependent on external factors) are permissible. The tribunal found the clause in question to be a valid simple potestative condition, as it depended not only on Rapid's actions but also on the acquiring club's willingness to pay the specified fee. The tribunal emphasized that contract interpretation under Romanian law prioritizes the parties' common intention over literal terms and resolves ambiguities in favor of the obligor. The clause clearly conditioned the second payment on the receipt of a EUR 500,000 transfer fee, and since this threshold was not met, Rapid was not obligated to pay.
Pitesti's arguments, including claims of an oral agreement, partial ownership rights, and the proximity of the actual transfer fee to the threshold, were dismissed due to lack of evidence and the clear contractual terms. The tribunal also rejected Pitesti's assertion that the 2008 contract was void if the condition was not met, affirming the parties' freedom to agree on payment terms. The case escalated through the Romanian Football Federation's dispute resolution bodies before reaching CAS, which upheld the Appeals Commission's decision. CAS confirmed its jurisdiction under the FRF's statutes and ruled that Rapid had no obligation to pay the second installment, as the contractual condition was unmet. The decision underscores the importance of clear contractual terms and the enforceability of agreed-upon conditions in sports-related disputes, reinforcing the principle of pacta sunt servanda (agreements must be honored). The appeal was rejected, and all further claims by the parties were dismissed.