CAS 2023 A 9963
CAS · Football (FIFA / CAS) · Switzerland · 2 May 2025
Why it matters
This case clarifies the interplay between contractual acceleration clauses and third-party embargoes in football transfers. It confirms that a club's inability to secure assignment of receivables due to a tax embargo triggers the acceleration clause, and that the buying club must pay the net amount after satisfying the embargo directly to the tax authority. The decision also addresses the calculation of default interest and the allocation of arbitration costs.
Summary
Santos FC (Brazil) sold player Kaiky Fernandes Melo to UD Almería (Spain) for EUR 7 million, payable in instalments. The contract included a clause (2.10) allowing Santos to assign the first three instalments (EUR 4.5 million) to a financial institution, with Almería's cooperation. If Santos could not secure the assignment within 30 days, clause 2.11 accelerated those instalments, making them due within 15 days of notification. Santos signed an indicative term sheet with Superfute but the assignment never closed. Meanwhile, the Spanish tax authority (Agencia Tributaria) issued an embargo notice to Almería, requiring it to pay EUR 1,874,099.48 of the transfer fee directly to the tax authority for Santos' tax debts. Santos notified Almería of its inability to assign and demanded payment under clause 2.11. Almería refused, arguing the assignment failed due to Santos' lack of diligence and that the embargo prevented acceleration. Santos filed a claim with FIFA's Players' Status Chamber, which dismissed the claim. Santos appealed to CAS. The CAS Panel found that Santos had used reasonable efforts to secure the assignment, and the failure was not due to its negligence. The embargo did not prevent acceleration; rather, Almería was obliged to pay the accelerated amount, but could satisfy part of it by paying the tax authority directly. The Panel ordered Almería to pay EUR 1,874,099.48 to the tax authority and EUR 851,628.52 to Santos (the delta after accounting for the embargo and an earlier advance payment), plus default interest at 5% p.a. from the due dates. The Panel also ordered Almería to bear 90% of arbitration costs and pay CHF 12,000 towards Santos' legal fees.
The detail
Parties: Santos FC v. Unión Deportiva Almería, SAD & FIFA
Case number: CAS 2023 A 9963
Outcome: Santos FC's appeal partially upheld; Almería ordered to pay EUR 2,725,728 (EUR 1,874,099.48 to Spanish tax authority on Santos' behalf and EUR 851,628.52 directly to Santos) plus interest and CHF 12,000 towards legal costs.
Quantum: EUR 2,725,728
Applicable law: FIFA Regulations, Swiss law (subsidiary), Transfer Agreement, CAS Code of Sports-related Arbitration
Issues in play: Interpretation of clauses 2.10, 2.11, and 2.12 of the Transfer Agreement regarding assignment of receivables and acceleration of instalments; interaction with Spanish tax embargo (Agencia Tributaria).
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