The Court of Arbitration for Sport (CAS) ruled on a dispute between Beijing Renhe FC and Marcin Robak regarding the validity and breach of a draft employment contract. The case originated from negotiations in June 2014, where the club and Robak agreed on a two-season contract with a net salary of 550,000 euros per season, contingent on the player passing a medical examination. The club later contested the contract's validity, arguing the signatory lacked authorization and that Chinese law required a sealed signature. The CAS panel, comprising Prof. Martin Schimke, Mr. Lars Halgreen, and Mr. Francesco Macri, rejected these arguments, ruling that the club had tacitly ratified the contract by acknowledging its existence and failing to challenge its validity promptly. The panel emphasized that FIFA regulations and Swiss law governed the case, rendering Chinese formalities irrelevant.
The CAS clarified the distinction between a pre-contract and a definitive employment contract, noting that pre-contracts can include conditions like medical examinations, whereas definitive contracts cannot. The panel found the draft agreement to be a valid pre-contract, obligating the parties to negotiate in good faith. The club breached this obligation by abandoning negotiations without valid reasons, such as failing to arrange the medical examination or falsely claiming the contract was conditional on a transfer agreement with Robak’s former club, Pogon Szczecin. The panel highlighted the principle of culpa in contrahendo under Swiss law, which holds parties accountable for breaches of pre-contractual duties, including fair and serious negotiations.
Regarding compensation, the CAS applied the principle of "positive interest," aiming to place Robak in the position he would have been in had the contract been honored. The FIFA Dispute Resolution Chamber (DRC) had initially awarded Robak 330,000 euros, but the CAS adjusted this to 100,000 euros, considering Robak’s subsequent earnings with Pogon and the one-month period he was unemployed. The panel also ordered the club to pay 5% annual interest from July 18, 2014, the date the club confirmed it would not honor the contract.
The decision underscored the enforceability of pre-contracts in football transfers and the importance of good faith in negotiations. It reinforced that parties must act fairly during pre-contractual phases and cannot abandon talks without compelling reasons. The ruling also clarified that administrative formalities, such as transfer agreements or medical examinations, do not invalidate employment contracts if essential terms are agreed upon. The CAS ultimately dismissed the club’s appeal in part, upholding the validity of the draft contract and affirming Robak’s entitlement to reduced compensation. The case serves as a precedent for the legal weight of draft agreements and the consequences of their breach in professional sports.