The case involves a legal dispute between X. Sàrl and the Y. Federation concerning unpaid commissions and contractual obligations tied to marketing and sponsorship agreements. The conflict originated from a 1991 contract granting X. exclusive rights to negotiate sponsorships for the federation's sports events, with X. earning a 20% commission up to CHF 7.5 million over four years and 30% above that threshold. X. was also required to secure a minimum annual sponsorship of CHF 1.5 million. Over time, X. facilitated deals with sponsors like F. and S. In 1994, the federation engaged with another sponsor, Z., leading to a tripartite agreement in 1995, which introduced a shared 30% commission between X. and Z. for marketing services. This agreement expired in 1996, after which the federation restructured the arrangement, assigning consulting tasks to Z. and marketing duties to X.
In October 1996, while the tripartite agreement was still active, X. negotiated a renewal of the sponsorship with S. for 1997–2000 without Z.'s involvement. A new marketing contract between X. and the federation was signed in January 1997, excluding Z. The federation initially paid X. the full 30% commission for 1997 and 1998 from the S. sponsorship, but Z. claimed entitlement to half, prompting the federation to adjust payments. X. disputed this, arguing it was owed the full commission under the 1997 contract and filed a claim with the Court of Arbitration for Sport (CAS) in December 2000.
The arbitration focused on whether X. was entitled to the full commission under the 1997 contract or if Z.'s claim under the tripartite agreement was valid. The tribunal, applying Swiss law, upheld the 1997 contract's validity, ruling that it was a unique agreement not strictly governed by agency rules. The tribunal also confirmed X.'s right to a 30% commission on in-kind sponsorships from S., such as equipment, based on wholesale prices. However, it rejected claims for commissions on equipment without a fixed minimum value due to incomplete documentation. The parties agreed on unpaid commissions of CHF 135,000, excluding in-kind services. The tribunal awarded X. CHF 75,000 with 5% interest from January 1, 2000, and CHF 60,000 with 5% interest from January 1, 2001, based on prior demands.
The final ruling emphasized the clarity of the 1997 contract and enforced its terms, ordering the federation to pay the specified amounts with interest. The case highlights the complexities of overlapping contracts and the importance of precise contractual terms in sponsorship and marketing agreements. The tribunal's decision clarified the parties' obligations under the disputed agreements, reinforcing the principle that contractual terms must be honored unless legally invalidated.