The case revolves around a dispute between professional football player Maksim Maksimov and FC Trakai, with FIFA as a respondent, concerning the termination of Maksimov's employment contract. The central issue was the interpretation of a contractual clause (Article 9.6), which Maksimov argued functioned as a buy-out clause allowing him to terminate the contract by paying a specified amount (€50,000). FC Trakai and FIFA contested this interpretation, asserting that the clause was a liquidated damages clause imposing penalties for breach of contract. The FIFA Dispute Resolution Chamber (DRC) ruled in favor of FC Trakai, determining that Article 9.6 was not a buy-out clause due to its use of the term "fine," which implied a penalty for breach rather than a contractual right to terminate. The DRC found that Maksimov had terminated the contract without just cause and ordered him to pay €132,998 in compensation to FC Trakai, along with a four-month sporting sanction.
The Court of Arbitration for Sport (CAS) upheld the DRC's decision, emphasizing that for a clause to be considered a buy-out clause, it must clearly specify the exact amount payable and explicitly grant the player the right to terminate the contract. Since Article 9.6 did not meet these criteria and instead described consequences for unilateral termination, it was deemed a liquidated damages clause. The CAS also noted that the principle of contra proferentem (interpreting ambiguous terms against the drafter) only applies if the parties' intent cannot be determined through other means. The tribunal clarified that if a liquidated damages clause is unclear regarding the compensation amount or calculation method, Article 17(1) of the FIFA Regulations on the Status and Transfer of Players (RSTP) applies, which governs compensation for contract termination without just cause.
The factual background revealed that Maksimov had signed a three-year contract with FC Trakai in March 2017 but later attempted to invoke Article 9.6 as a buy-out clause, paying €50,000 to the club. FC Trakai disputed this interpretation, arguing the clause was a penalty for breach. Maksimov subsequently signed with FK Vardar, prompting FC Trakai to demand his return. The DRC ruled partially in favor of FC Trakai, ordering Maksimov to pay €132,988 in compensation (after deducting the €50,000 already paid) and imposing a four-month playing ban. FK Vardar was also held jointly liable and faced a two-registration-period ban on new signings.
The CAS confirmed its jurisdiction and applicable law, ruling that FIFA regulations, particularly the RSTP, should apply primarily, with Swiss law as a subsidiary. The sole arbitrator concluded that Maksimov lacked just cause for termination, as Article 9.6 did not function as a buy-out clause. The compensation was calculated based on the average of Maksimov's salaries with FC Trakai and FK Vardar, resulting in €182,988, adjusted to €132,988 after the deduction. The arbitrator upheld the four-month sporting sanction under Article 17(3) RSTP, citing Maksimov's deliberate breach to secure a more lucrative contract as undermining contractual stability.
The final ruling dismissed Maksimov's appeal, confirming the DRC's decision and reinforcing the importance of clear contractual terms and the consequences of unilateral breaches in professional football. The case highlights the complexities of contract interpretation in sports law and the significant financial and disciplinary repercussions of contractual breaches. The arbitrator emphasized the principle of pacta sunt servanda (agreements must be kept) and the need for players to understand contractual terms before signing. The decision serves as a reminder of the importance of contractual stability and the consequences of prioritizing personal gain over contractual obligations.