The case CAS 2016/A/4379 involves a dispute between Al Ain FC and Sunderland AFC over the interpretation of a sell-on clause in a transfer agreement concerning a player. The Court of Arbitration for Sport (CAS) panel, led by sole arbitrator Ivaylo Dermendjiev, issued its award on 20 October 2016. The dispute centered on Sunderland's claim to receive 20% of the transfer fee Al Ain received from Shanghai SIPG Football Club (SIPG) for the player, as stipulated in the loan agreement between the clubs. The key issues addressed included the scope of review in appeals arbitration and the interpretation of the sell-on clause. The panel clarified that CAS does not allow counterclaims in appeals arbitration and emphasized it could not adjudicate claims not previously reviewed by FIFA or for which internal remedies were not exhausted.
The sell-on clause stipulated that Sunderland would receive 20% of any transfer fee received by Al Ain from a subsequent transfer, without deductions for costs like agent fees or intermediary remuneration. The panel applied Swiss law principles of contract interpretation, focusing on the parties' common intent. It ruled that the clause's clear wording meant no deductions should be made from the transfer fee, and the amount should not be affected by solidarity payments. Al Ain had initially loaned the player from Sunderland in 2011, with an option for a permanent transfer, which it exercised in 2012. In 2015, Al Ain transferred the player to SIPG for €9 million, triggering the sell-on clause. Sunderland claimed 20% of this fee, while Al Ain argued for deductions related to intermediary costs and solidarity contributions. The panel rejected Al Ain's arguments, upholding Sunderland's entitlement to the full 20% of the transfer fee.
The CAS panel's decision reinforced the importance of clear contractual language and the principle that sell-on clauses should be interpreted based on the parties' intent, without unwarranted deductions. The award concluded that Sunderland was entitled to €1.8 million (20% of €9 million) from the SIPG transfer, dismissing Al Ain's appeal. The case underscores the CAS's role in resolving football-related disputes and the need for precise contractual terms in player transfer agreements. The panel also denied Al Ain's request to pay the amount in installments, as the transfer agreement required full payment unless a negotiated schedule existed, which was not the case. The decision upheld the FIFA Players’ Status Committee's ruling, confirming Al Ain's liability for the full amount in a single payment. All other requests or relief sought by the parties were dismissed, leaving no room for further disputes on the matter. The case highlights the enforceability of contractual terms and the role of arbitration in resolving complex football transfer disputes.