The Court of Arbitration for Sport (CAS) resolved a dispute between Genoa Cricket and Football Club S.p.A. (Genoa) and AC Sparta Praha (Sparta) concerning a football player transfer and the triggering of a sell-on clause. The case originated from a 2011 transfer agreement between Genoa and Sparta, which included a clause stipulating that if the player was later transferred for more than €3.25 million, Sparta would receive 15% of the excess amount. In 2011, Genoa transferred the player to Inter Milan under a participation agreement, where Inter paid €8 million for 50% of the player's economic rights and full sporting rights, while the player was loaned back to Genoa. Later, in 2012, the participation agreement was terminated, and the player was transferred back to Genoa for €6.5 million, with Genoa retaining the remaining 50% of economic rights.
Sparta argued that the transfer to Inter triggered the sell-on clause, demanding €1,912,500 from Genoa. Genoa contested this, claiming no definitive transfer had occurred and that the income did not exceed the threshold. The FIFA Single Judge ruled in Sparta's favor, prompting Genoa to appeal to CAS. The CAS panel, composed of three arbitrators, examined key legal issues, including the admissibility of evidence, the nature of the transfer, and the applicability of the sell-on clause. The panel clarified that evidence exclusion should be exercised cautiously and admitted Genoa's additional evidence as it aligned with earlier arguments. It distinguished between definitive transfers and participation agreements, noting that even partial economic rights transfers could trigger the clause if sporting rights were definitively transferred.
The panel ruled that the sell-on clause was triggered based on the €8 million payment from Inter, not the fictitious €16 million valuation. After deducting the €3.25 million threshold, Sparta was entitled to 15% of the remaining €4.75 million, amounting to €712,500. The panel also addressed interest payments, ruling that interest should accrue 15 days after Genoa received each payment from Inter, rejecting Sparta's claim for interest from 2011. The CAS upheld the FIFA Single Judge's decision in part, ordering Genoa to pay the calculated fee plus interest and procedural costs. The ruling emphasized the importance of contractual interpretation and the definitive nature of player transfers, regardless of partial economic rights retention.
The case highlights the complexities of football transfers involving participation agreements and the enforceability of sell-on clauses. It underscores the need for clear contractual language and the role of CAS in resolving disputes where contractual interpretations and regulatory frameworks intersect. The decision sets a precedent for similar cases, reinforcing the principle that sell-on fees should be based on actual received amounts rather than indicative figures, unless bad faith is proven. The panel's ruling ensures Genoa pays Sparta the correct sell-on fee based on the actual transfer income, with interest calculated according to the agreed payment schedule.