The case revolves around a dispute between Club Osmanlispor and Sociedad Deportiva Huesca concerning the interpretation of a sell-on clause in a transfer agreement for the player Serdar Gürler. The agreement, signed in August 2018, stipulated that Huesca would pay Osmanlispor a transfer fee of €2.3 million, with an additional €250,000 if the player participated in at least 20 official games. It also included a sell-on clause requiring Huesca to pay Osmanlispor 20% of any transfer fee received if the player was sold to a third club. The player was later loaned to Göztepe AS for a fee of €400,000 and subsequently transferred permanently to Antalyaspor without a fee. Osmanlispor claimed a 20% share of the loan fee, arguing the sell-on clause applied to any transfer, while Huesca contended it only applied to permanent sales.
The Court of Arbitration for Sport (CAS) examined the contract under Swiss law, focusing on the parties' intent. The panel noted that the agreement used the term "sale" rather than "transfer," which in football terminology refers exclusively to permanent transfers. The CAS concluded that the parties intended the sell-on clause to apply only to definitive transfers, not loans. Osmanlispor had initially filed a claim with FIFA's Players' Status Committee (PSC) seeking €80,000 (20% of the loan fee) plus interest and penalties, but the PSC ruled in favor of Huesca. On appeal, CAS upheld this decision, emphasizing the contractual language and the parties' intent. The tribunal found no basis to extend the sell-on clause to temporary transfers, reinforcing the principle that contractual terms must be interpreted based on their plain meaning and industry practices.
Osmanlispor argued that Huesca's payment of solidarity contributions to other clubs implied recognition of the clause's applicability to loans. However, the arbitrator dismissed this, stating such payments were compliance with FIFA regulations, not an endorsement of the clause's broader interpretation. The ruling affirmed that the sell-on clause was triggered only by permanent transfers, not loans, and Huesca's payments were unrelated to the clause's scope. The decision underscores the importance of precise contractual language and the parties' intent in transfer agreements.
Ultimately, CAS dismissed Osmanlispor's appeal, confirming that the sell-on clause was not triggered by the temporary loan to Göztepe AS. The case highlights the necessity for clarity in drafting sell-on clauses to avoid disputes and reinforces the principle that contractual interpretation must align with the parties' original intentions and industry standards.