The case involves a dispute between Real Club Celta de Vigo (Appellant) and Olympique Lyonnais (Respondent) over the interpretation of a transfer agreement clause related to variable compensation payments for a football player. The Court of Arbitration for Sport (CAS) panel, composed of Prof. Ulrich Haas, Mr. José Juan Pintó, and Mr. François Klein, issued an award on December 15, 2017, addressing the disagreement under Swiss law principles. The dispute centered on clause 3.3 of the Transfer Agreement, which stipulated variable payments based on the Appellant’s participation in the Champions League or Europa League and the player’s registration in at least 60% of league matches in the preceding season. The Appellant argued the clause was unclear and did not reflect the parties' true intentions, while the Respondent insisted on a literal interpretation.
The CAS panel applied Swiss law, particularly Article 18 of the Swiss Code of Obligations (CO), which prioritizes the parties' true intentions over the literal wording of a contract. The panel emphasized that contractual interpretation must consider drafting history, purpose, and context, even if terms appear clear. The principle of in dubio contra stipulatorem (ambiguities interpreted against the drafter) was deemed applicable only if primary interpretation under good faith principles failed. The panel also discussed contract avoidance due to error under Swiss law, noting the Appellant failed to meet the one-year declaration requirement under Article 31 CO.
The negotiations revealed the Transfer Agreement, signed on January 16, 2016, included fixed and variable fees. The variable fee was contingent on the Appellant’s performance in European competitions and the player’s participation in league matches. The Appellant argued the clause was improperly drafted, while the Respondent maintained its enforceability. The panel examined the parties’ negotiations, agreement wording, and Swiss legal principles to determine contractual obligations. It concluded the term "registered on 60% of Liga match sheets" had an objective meaning in football, referring to the player being listed on the official match sheet, not necessarily playing. The panel rejected the Appellant’s interpretation, noting the Respondent consistently used this term in negotiations without agreeing to the Appellant’s alternative understanding.
The panel also dismissed the Appellant’s claim of fundamental error, as it was time-barred under Swiss law. The Appellant’s failure to declare avoidance within one year of discovering the alleged error precluded relief. The panel upheld the FIFA Players’ Status Committee’s decision, confirming the Respondent’s entitlement to the variable fee. The ruling underscored the importance of clear contractual language and the need for parties to ensure mutual understanding before finalizing agreements. The appeal was dismissed, and the original decision was affirmed, with all other motions rejected. The case highlights the complexities of football transfer agreements and the legal principles governing their interpretation.