The Court of Arbitration for Sport (CAS) resolved a dispute between Sevilla FC and AS Nancy Lorraine concerning the interpretation of a sell-on clause in a football transfer agreement. The case revolved around whether Sevilla was obligated to pay Nancy 12% of the profit from a player's subsequent transfer to FC Barcelona, which occurred via a buy-out clause. The panel, composed of Prof. Luigi Fumagalli, Mr. Nicholas Stewart QC, and Mr. Olivier Carrard, examined the clause under Article 18 of the Swiss Code of Obligations, focusing on the parties' true common intention. The sell-on clause was designed to ensure Nancy received a share of any future transfer profit, broadly defining a "transfer" without specifying contractual limitations.
The dispute arose when the player unilaterally terminated his contract with Sevilla, triggering a €35 million buy-out clause paid by Barcelona. Nancy argued this payment constituted a transfer under the sell-on clause, entitling them to 12% of the capital gain, while Sevilla contended the clause only applied to voluntary transfers. The CAS panel ruled that the clause's general wording encompassed all types of player movements, including unilateral terminations, as long as Sevilla benefited financially. Since Sevilla received €35 million from the player's departure, the clause was triggered, and Nancy was entitled to 12% of the profit. The decision emphasized that sell-on clauses should be interpreted broadly to achieve their protective purpose unless explicitly limited.
The case highlighted the importance of precise contractual language in football transfers and the CAS's role in resolving ambiguities. The panel's interpretation aligned with the clause's intent, ensuring Nancy shared in the player's increased value even in non-contractual transfer scenarios. Sevilla's appeal was dismissed, and the original decision by FIFA’s Players’ Status Committee was upheld, requiring Sevilla to pay Nancy €3,708,000 plus 5% annual interest. The ruling reinforced the enforceability of sell-on clauses and the principle of pacta sunt servanda, underscoring the legal complexities in football transfers and the need for clear contractual terms. The CAS's final decision concluded the matter definitively, dismissing all other claims and requests for relief.