The case revolves around a legal dispute between Bursaspor Kulubu Dernegi, a Turkish football club, and AS Nancy Lorraine, a French football club, concerning the interpretation of a conditional bonus clause in a transfer agreement. The agreement stipulated that Bursaspor would pay Nancy a bonus if Bursaspor participated in the UEFA Europa League (UEL) and the transferred player participated in at least 20 official matches during the season. The disagreement arose when Bursaspor qualified for the 2011/2012 UEL play-offs but failed to advance to the group stage after losing to RSC Anderlecht. Nancy claimed the bonus, arguing that participation in the play-offs constituted participation in the UEL, while Bursaspor contended that the term "UEL" referred only to the group stage, where clubs receive financial rewards from UEFA.
The dispute was initially brought before the FIFA Players’ Status Committee, which ruled in favor of Nancy, interpreting "participate in the UEL" broadly to include all stages of the competition, including qualifying rounds and play-offs. Bursaspor appealed this decision to the Court of Arbitration for Sport (CAS), arguing that the FIFA decision misinterpreted the agreement. The CAS panel, applying French law, considered the principle of contra proferentem, which dictates that ambiguous contractual terms should be interpreted against the party that drafted them (Nancy in this case). The panel noted the lack of a clear definition of "UEL" in the agreement, leading to differing interpretations.
After examining the parties' arguments, the CAS panel concluded that the common intention at the time of the agreement was for the bonus to be payable only if Bursaspor reached the UEL group stage, as this was the point at which the club would receive financial benefits from UEFA. Since Bursaspor participated only in the play-offs and did not advance to the group stage, the panel ruled that the bonus was not owed. The panel emphasized that Nancy, as the drafter of the agreement, bore the risk of any ambiguity in the clause. Consequently, the CAS panel upheld Bursaspor’s appeal, setting aside the FIFA decision and relieving Bursaspor of the obligation to pay the bonus. The case underscores the importance of precise contractual language and the legal principles governing the interpretation of ambiguous terms in contracts. It also highlights the role of CAS in resolving sports-related disputes and the significance of clear contractual intent to avoid future conflicts.