The dispute between Club Gaziantepspor (Gaziantep) and Santos Futebol Clube (Santos) centered on contractual disagreements regarding the transfer and economic rights of a football player, referred to as "Player R." The conflict arose from a series of contracts signed in 2008, including the Contract on Economic Rights and the Loan Agreement, which governed the player's loan from Santos to Gaziantep and outlined financial distributions in case of a transfer. The Loan Agreement stipulated that Gaziantep would pay Santos USD 500,000 in installments and set conditions for the player’s transfer, including penalties for breaches. In 2009, Gaziantep exercised a buy-out option to acquire 100% of the player’s sporting rights and subsequently transferred him to Besiktas J.K. for approximately EUR 8,000,000. Santos filed a claim with FIFA’s Single Judge, alleging that Gaziantep breached the Loan Agreement by failing to pay installments on time and transferring the player without consent. Santos sought compensation, including USD 200,000 under the Contract on Economic Rights, 50% of the transfer fee, and a EUR 1,500,000 penalty for breach of contract. Gaziantep contested these claims, arguing that Santos had consented to delayed payments and that the buy-out option nullified Santos’ rights to compensation.
The FIFA Single Judge ruled partially in Santos’ favor, ordering Gaziantep to pay outstanding installments with interest and adjusted penalties. Gaziantep appealed to the Court of Arbitration for Sport (CAS), arguing that contractual terms were unclear and should be interpreted against Santos as the drafter. The CAS Sole Arbitrator rejected this argument, emphasizing that the contracts were negotiated and their common intention should guide interpretation under Swiss law. The arbitrator upheld most of the FIFA Single Judge’s decision, including payment obligations, but adjusted some penalties for proportionality. The case highlighted the complexities of football contracts, particularly loan agreements and economic rights, and underscored the importance of clear contractual terms. The ruling reaffirmed that negotiated contracts should be interpreted based on mutual intent rather than default legal principles.
Further disputes arose over whether Santos was entitled to USD 200,000 as compensation under the Contract on Economic Rights. Gaziantep argued that the buy-out option nullified Santos’ claims, while Santos maintained that the contractual clauses entitled them to the fee. The CAS Sole Arbitrator analyzed the interconnected nature of the contracts, noting their interdependence and the parties’ intent to avoid inconsistencies. The arbitrator concluded that the parties intended to establish a sell-on fee for Santos if the player was transferred, aligning with the FIFA Single Judge’s initial decision. The ruling emphasized examining the parties’ actual common intent over literal wording, reinforcing the binding nature of contractual agreements in football.
The Sole Arbitrator also scrutinized Gaziantep’s actions, finding that their exercise of the buy-out option was artificial and aimed at circumventing obligations to Santos. Evidence from FIFA’s Transfer Matching System (TMS) indicated Gaziantep’s intent to transfer the player for profit while avoiding contractual commitments. The arbitrator ruled that Gaziantep’s actions violated the principle of pacta sunt servanda (agreements must be kept) and upheld the FIFA decision, ordering Gaziantep to pay Santos the USD 200,000 sell-on fee plus interest. The CAS dismissed all other claims, reinforcing the importance of honoring contractual obligations in football transfers. The case serves as a reminder of the legal and financial consequences of breaching negotiated agreements in the sports industry.