The case involves a contractual dispute between Suphanburi FC, a professional football club in Thailand, and Michael Seroshtan, an Israeli player, regarding the termination of his employment contract following the club's relegation from Thai League 1. The contract, signed on 30 June 2019, included a relegation clause (Article 15) stating that the contract would automatically terminate without liability if the club was relegated for ordinary sporting reasons. The clause specified termination would take effect at the end of the month in which the club's last match was played. On 28 October 2019, after finishing in a relegation position, the club invoked the clause and notified the player of termination. However, the Thai League later announced another club's withdrawal, which could have affected the relegation outcome. The player contested the termination, arguing the relegation was not final at the time the clause was triggered.
The dispute was brought before the Court of Arbitration for Sport (CAS), where the sole arbitrator examined the clause's validity under Swiss law, as the contract was governed by it. The arbitrator referenced Article 154 of the Swiss Code of Obligations, which states that a contract dependent on an uncertain event lapses once the condition is fulfilled, without retroactive effect. The arbitrator also considered Article 18(1), emphasizing interpreting contracts based on the parties' true intentions. The arbitrator found the clause valid and reciprocal, protecting both parties: clubs from financial strain in lower divisions and players from being forced to compete at a lower level. The arbitrator ruled the club acted correctly by invoking the clause after its last match, as relegation was effectively certain at that time, even if administrative confirmations were pending. The withdrawal of the other team did not retroactively invalidate the club's relegation status at termination.
The player argued the contract should have been extended under an automatic extension clause if the club remained in Thai League 1, as it was later reinstated. However, the arbitrator ruled the extension clause was conditional and did not apply retroactively, as the contract had already been terminated under the relegation clause. The player's delayed response and actions, such as seeking new employment, suggested he had initially accepted the termination. The arbitrator upheld the termination, dismissing the player's claims for compensation and legal fees. The decision reinforced the validity of relegation clauses in football contracts when clearly defined and reciprocal, ensuring fairness for both parties in cases of sporting uncertainty. The ruling emphasized the importance of precise contractual language and the binding nature of agreed terms. The CAS upheld the club's appeal, set aside the FIFA Dispute Resolution Chamber's earlier decision in favor of the player, and confirmed the contract was validly terminated on 31 October 2019. All other claims were dismissed.