Roberto Calenda v. Sport Lisboa e Benfica Futebol, SAD (CAS 2010/A/2187)
CAS · Football (FIFA / CAS) · Switzerland · 12 April 2011
Why it matters
This case clarifies the distinction between a non-binding declaration of intent and a binding contract under Swiss law in sports arbitration. It emphasizes that a document titled 'declaration' that reserves final terms for later negotiation does not create a contractual obligation. The ruling also illustrates the principle that a later comprehensive agreement supersedes earlier preliminary documents, preventing double recovery for the same services.
Summary
Roberto Calenda, a FIFA-licensed player's agent, claimed €700,000 from Portuguese football club Benfica based on a 'Declaration' signed by Benfica's managing director, Mr. Veiga, on August 21, 2005. The Declaration stated Benfica would pay Calenda €700,000 for his role in transferring player G. from Inter Milan. However, on August 30, 2005, after the player signed an employment contract with Benfica, a separate agreement was signed between Benfica and Jetcrown Consultants Ltd. (represented by Calenda) for €1,800,000, which was paid. Calenda then sought the additional €700,000 from the Declaration. The FIFA Players' Status Committee rejected his claim, and Calenda appealed to CAS. The CAS panel applied Swiss law (Art. 1(1) CO) and found that the Declaration was not a binding contract because it lacked the intent to create legal obligations, it was merely a preliminary document to show the player, with final terms to be negotiated later. The panel also noted that even if it were a contract, it was superseded by the later Agreement covering the same services, preventing double payment. The appeal was dismissed, and the FIFA decision upheld.
The detail
Parties: Roberto Calenda v Sport Lisboa e Benfica Futebol SAD
Case number: CAS 2010/A/2187
Outcome: Appeal dismissed; Benfica not required to pay additional €700,000 to Calenda.
Applicable law: FIFA Players' Agents Regulations, Swiss Code of Obligations (Art. 1(1) CO), Swiss law subsidiarily.
Issues in play: Whether a 'declaration' signed by a club's managing director constituted a binding contract under Swiss law, and whether it was superseded by a later agreement.
Read the full decision at Court of Arbitration for Sport (football, via FIFA) ↗
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