The case involves a legal dispute between Genoa Cricket and Football Club S.p.A. (Genoa) and Danubio Fútbol Club de Uruguay (Danubio) over the interpretation of a transfer agreement for a football player. The agreement, signed in 2008, included a clause stipulating that Genoa would pay Danubio an additional €500,000 if the player appeared in 12 official matches for at least 45 minutes while registered with Genoa or another European Serie A or B club. The agreement was drafted in both Italian and Spanish, with no indication of which version would prevail in case of discrepancies. The dispute arose when Danubio claimed the payment, arguing the player had met the conditions during loan spells with FC Bari and Club Nacional de Football. Genoa contested this, leading Danubio to file a claim with FIFA’s Players’ Status Committee (PSC), which ruled partially in Danubio’s favor. Genoa then appealed to the Court of Arbitration for Sport (CAS).
The CAS panel had to determine which version of the agreement should prevail and concluded that the Italian version was authoritative, as it was signed by all parties and the negotiation drafts were in Italian. However, the Spanish version could still be considered for interpretation. The panel emphasized that contractual interpretation should focus on the parties' true intentions, guided by principles of good faith and objective understanding. The dispute centered on clause 6 of the agreement, which tied the payment to the player’s registration with Genoa and his appearances for other European clubs. Genoa argued the clause only applied to matches played directly for Genoa, while Danubio contended it included loan spells. The panel examined the negotiation history, noting that an initial time limit was removed, suggesting the parties intended flexibility. It found Genoa’s interpretation unconvincing, as it would render part of the clause meaningless.
The panel ruled that the player’s 16 matches for FC Bari fulfilled the clause’s conditions, making the payment due by April 30, 2012. It dismissed Genoa’s appeal, upholding the FIFA PSC’s decision and ordering Genoa to pay the €500,000 plus 5% annual interest from May 1, 2012. The panel also rejected Genoa’s request to reduce procedural costs, finding no misapplication of regulations or undue delay in the FIFA PSC’s decision. The case highlights the importance of clear contractual language and the role of objective interpretation in resolving disputes over ambiguous terms. It also underscores the binding nature of contractual obligations and the principle that ambiguous terms are construed against the drafting party. The CAS’s final ruling reinforced the FIFA PSC’s decision, dismissing all additional claims and requests for relief.