The case involves a dispute between Al Ain Football Club (Al Ain) and Sunderland Association Football Club (Sunderland) over contingent fees outlined in a Permanent Transfer Agreement dated 20 June 2012. The agreement stipulated that Al Ain would pay Sunderland fees under specific conditions, including winning the UAE Pro League (Clause 3.1.1) and the player scoring 20 or more goals in a season (Clause 3.1.3). During the 2014/2015 season, the player scored 22 goals across various competitions: 13 in the UAE Pro League, 5 in the AFC Champions League, and 4 in the UAE President Cup. Sunderland claimed Al Ain owed EUR 650,000—EUR 400,000 for winning the league and EUR 250,000 for the player's goal tally. Al Ain acknowledged the EUR 400,000 but contested the EUR 250,000, arguing that only goals in the UAE Pro League and President Cup should count, totaling 17 goals, not the 22 claimed by Sunderland.
The dispute was initially brought before FIFA’s Players’ Status Committee, which ruled in favor of Sunderland, ordering Al Ain to pay the full amount plus interest and procedural costs. Al Ain appealed to the Court of Arbitration for Sport (CAS), requesting a sole arbitrator. The arbitrator examined the contractual interpretation of Clause 3.1.3 under Swiss law, focusing on the parties' common intent, the agreement's wording, and contextual factors. The clause did not explicitly limit the goal count to specific competitions, but Al Ain argued that the agreement's context and Sunderland's past invoicing practices supported their narrower interpretation. Sunderland maintained that the clause encompassed all competitions.
The arbitrator noted that Sunderland likely drafted the agreement, which could invoke the contra proferentem principle, favoring interpretation against the drafter in case of ambiguity. However, neither party provided conclusive evidence of mutual intent. The arbitrator found that the agreement consistently referenced only the UAE Pro League and President Cup in related clauses, with no mention of other competitions. This contextual analysis supported Al Ain's position. The arbitrator ruled that the EUR 250,000 contingent fee was not due, as the 20-goal threshold was not met under the narrower interpretation. The final award modified FIFA's decision, requiring Al Ain to pay only the uncontested EUR 400,000 for winning the league and dismissing Sunderland's additional claim.
The case underscores the importance of clear contractual language and the challenges of interpreting ambiguous clauses. It highlights the role of arbitration in resolving sports disputes and the principles of good faith and contextual analysis in contractual interpretation. The outcome reinforces that parties are bound by the terms they agree upon, with disputes resolved based on evidence of mutual intent and contractual context. The arbitrator's decision balanced literal wording with contextual factors, ensuring a fair resolution aligned with the parties' original agreement.