The case revolves around a dispute between Bologna Football Club 1909 S.p.A. (Bologna) and Gonzalo Luis Madrid Pineiro (the Agent) concerning the payment of commissions related to the transfer of a player. The Court of Arbitration for Sport (CAS) issued a ruling on 13 March 2017, addressing the fairness of the commission fees under Swiss law. The dispute stemmed from two agreements between Bologna and the Agent. The First Agreement, dated 1 July 2008, granted the Agent an exclusive mandate to assist in transferring a player to Bologna and negotiating a five-year employment contract. The Agent was entitled to a fee of EUR 2,000,000, payable in installments, upon successful completion of the transfer. A subsequent clause stipulated additional payments if the player was transferred to another club by 31 August 2012, with the commission varying based on the transfer fee.
The player was successfully transferred to Bologna on 21 July 2008, and the Agent received the initial EUR 2,000,000 fee. Later, on 12 July 2011, Bologna transferred the player to Napoli for EUR 9,000,000, triggering the additional commission clause. A Second Agreement, dated 13 July 2011, confirmed Bologna's obligation to pay the Agent EUR 4,000,000 in installments over three seasons. However, Bologna failed to make these payments, prompting the Agent to file a claim with FIFA’s Players’ Status Committee (PSC) on 17 September 2012. The PSC ruled in favor of the Agent, ordering Bologna to pay the full EUR 4,000,000 plus interest and legal costs.
Bologna appealed to CAS, arguing the commission was excessive and disproportionate to the Agent’s services. The CAS panel, applying Article 417 of the Swiss Code of Obligations, acknowledged contractual freedom but emphasized the need for proportionality in exceptional cases. The panel found the EUR 4,000,000 commission unreasonable, given the Agent’s limited involvement in the subsequent transfer to Napoli. It reduced the commission to EUR 1,000,000, deeming this amount fairer in relation to the services provided. The decision modified the FIFA PSC’s ruling, adjusting the payable amount and interest accordingly.
The case highlights CAS’s authority to intervene in contractual disputes where commissions are deemed excessive, balancing contractual freedom with fairness. It underscores the importance of proportionality in agent commissions, particularly in football transfers involving substantial sums. The ruling serves as a precedent for future cases involving disproportionate agent fees. Ultimately, the Panel upheld the enforceability of the agreements but reduced the additional compensation to EUR 2,000,000, including interest at 5% per annum from the date of the Agent’s claim in 2012. The decision dismissed all other claims and confirmed the remaining elements of the FIFA PSC’s ruling, reinforcing the principle of pacta sunt servanda (agreements must be kept) while ensuring fairness under applicable regulations.