The case revolves around a dispute between César Manuel Payovich Pérez, a professional football coach, and Difaa Hassani El Jadidi, a Moroccan football club, concerning the validity of an alleged employment contract. The central issue was whether Mohamed Moundib, who claimed to be the club's general secretary, had the authority to bind the club in negotiations. The coach argued that Moundib had apparent or tolerated authority, while the club denied any association with him, stating he had no official role for over a decade. The arbitration panel examined Swiss law principles on representation, distinguishing between express, tolerated, and apparent authority. Tolerated authority arises when the principal is aware of the agent's actions, while apparent authority applies when the principal should have known. The panel emphasized that for a third party to be protected, there must be clear communication of authority by the principal and genuine belief by the third party in the agent's representation powers.
The factual background revealed email exchanges between Moundib and the coach, including negotiations over a confidentiality agreement and draft employment contract. Moundib presented himself as the club's general secretary and discussed terms like salary and contract amendments. However, the club disputed his role, asserting he had no official capacity. The coach maintained he acted in good faith, relying on Moundib's apparent authority, while the club argued no valid contract was ratified, as their silence and lack of approval should not be construed as consent. The panel noted that ratification requires clear approval, which can be implied through actions like contract execution, but silence generally does not constitute approval.
The dispute escalated when the coach claimed the club breached the contract and demanded payment of USD 3.1 million. The club denied the contract's validity, arguing the signatories lacked authority. The case was initially brought before FIFA's Players’ Status Committee, which ruled in favor of the club, citing insufficient evidence of the signatories' authority. The Single Judge noted discrepancies in the signatures and emphasized the coach's failure to prove the signatories' official roles. The coach appealed to the Court of Arbitration for Sport (CAS), which conducted a hearing via video conference. Witnesses and representatives from both sides were examined, and the sole arbitrator requested additional documentation.
The CAS Sole Arbitrator found the coach's claim relied on emails from Moundib, who used a Gmail address rather than an official club domain. No evidence substantiated Moundib's role, and multiple club employees confirmed he had no connection to the club. The arbitrator also compared the disputed signature of the club president, Mr. El Mouktarid, with verified signatures and found significant discrepancies. The signature on the disputed contract lacked the club's stamp and differed markedly from verified ones. The arbitrator concluded the contract was not binding on the club, as neither Moundib nor El Mouktarid had genuine involvement or authority.
The arbitrator dismissed the coach's reliance on the "theory of appearance," which would have allowed the contract to be binding if the coach believed in good faith that the signatory had authority. Under Swiss law, representative powers must first be analyzed from the internal relationship between the principal and agent. Since no such relationship was demonstrated, the arbitrator examined the external relationship between the agent and the third party. The arbitrator found the coach could not have acted in good faith, as there was no evidence the club communicated any authority to Moundib. Red flags included the lack of personal contact, the use of a Gmail address, and the unrealistic salary offer of USD 3.6 million, disproportionate to the club's financial capabilities and the coach's recent career history.
The CAS upheld the FIFA decision, ruling the contract was not valid or binding on the club. The arbitrator noted the coach appeared naive and gullible but found no evidence of bad faith, suggesting both parties may have been victims of a potential scam by a third party. The case underscores the importance of verifying the authority of individuals purporting to represent an organization in contractual matters and highlights the complexities of contractual disputes in sports law.