The case revolves around a dispute between Club Atlético San Lorenzo de Almagro (San Lorenzo) and Club Deportivo Palestino S.A.D. (Palestino) concerning the transfer of a football player's economic rights and the interpretation of contractual terms, particularly the "net amount" in the transfer agreement. The dispute was adjudicated by the Court of Arbitration for Sport (CAS), which issued its final award on June 9, 2021. The conflict stemmed from a series of transfer agreements involving the player, initially between Palestino and Blanco y Negro S.A. Club Deportivo Colo-Colo (Colo Colo), and later between Colo Colo and San Lorenzo, culminating in San Lorenzo's transfer of the player to Al-Ahli Sports Club.
The core issue was whether Palestino, which retained 50% of the player's economic rights, was entitled to 50% of the gross transfer fee (USD 5,405,100, including taxes) or the net amount (USD 4,300,000). The FIFA Players’ Status Committee initially ruled in favor of Palestino, ordering San Lorenzo to pay 50% of the gross amount, totaling USD 2,702,550 plus interest. San Lorenzo appealed this decision to CAS, arguing that the obligation should be based on the net amount, as the additional USD 1,105,100 was earmarked for taxes and operational costs in Argentina and never entered their accounts.
The CAS panel examined the contractual agreements and subsequent conduct of the parties, focusing on the term "net amount" and the principle of venire contra factum proprium, which prevents a party from contradicting its prior conduct if it has induced reliance by the other party. The panel noted that both parties, being native Spanish speakers, consistently referred to "producto neto" (net product) in their communications, implying an intent to base calculations on the net transfer fee. The panel also referenced CAS jurisprudence, which supports interpreting "net amount" as the final sum received after deducting all expenses.
Ultimately, the CAS panel modified the FIFA decision, ruling that San Lorenzo must pay Palestino 50% of the net transfer fee (USD 2,150,000) plus 5% annual interest from August 16, 2018, until payment. The panel emphasized the importance of good faith and the reasonable interpretation of contractual terms, concluding that the parties' mutual understanding and conduct supported the net amount as the basis for calculation. The decision underscores the complexities of player transfers, the significance of clear contractual language, and the enforceability of third-party rights in sports transactions. The final award resolved the dispute by clarifying the parties' financial obligations and ensuring fairness in line with established legal principles.