TAS 2020 A 6851 Asociacion Deportivo Cali c. Club Santiago Wanderers & FIFA
CAS · Football (FIFA / CAS) · Switzerland · 1 Jun 2021
Why it matters
This case clarifies the interpretation of sell-on clauses in football transfer agreements, particularly the meaning of 'a future transfer' when the clause does not specify a single transfer. The CAS panel held that the phrase is generic and not necessarily limited to one transfer, and that subsequent email correspondence can evidence the parties' intent to share profits from all future transfers. It also confirms that a previous club is not a 'third party' under FIFA's RSTP, thus allowing sell-on obligations to continue beyond the first transfer.
Summary
Asociación Deportivo Cali (Cali) transferred player Ronnie Fernández from Club Santiago Wanderers (Wanderers) in 2016. The transfer agreement included a sell-on clause stating that 'all income and economic benefits resulting from a future transfer of the player will be distributed equally' between the clubs. In 2017, Cali transferred the player to Club Bolívar for USD 500,000, paying Wanderers USD 235,000 (50% of USD 500,000 minus USD 15,000). Later in 2017, Bolívar transferred the player to Al Fayha for USD 2,000,000, and Cali received USD 1,000,000 but paid nothing to Wanderers. Wanderers claimed USD 515,000 from Cali before FIFA's Single Judge, who partially accepted the claim, ordering Cali to pay USD 515,000 plus interest. Cali appealed to CAS, arguing that the sell-on clause applied only to the first subsequent transfer (to Bolívar) and that Wanderers was a 'third party' under FIFA regulations. The CAS panel dismissed the appeal. It interpreted the clause using Swiss contract law, finding that the phrase 'una futura transferencia' was generic and not limited to one transfer. The panel also relied on email exchanges where Cali's general manager acknowledged ongoing profit-sharing obligations. The panel further held that Wanderers was not a 'third party' because it was a previous club with which the player was registered, as per FIFA's definition. The decision confirms that sell-on clauses can apply to multiple future transfers if the parties' intent, as evidenced by the contract and subsequent conduct, supports such an interpretation.
The detail
Parties: TAS 2020 A 6851 Asociacion Deportivo Cali c. Club Santiago Wanderers & FIFA
Outcome: The appeal was dismissed and the FIFA decision was confirmed. Cali was ordered to pay USD 515,000 plus interest to Wanderers.
Quantum: USD 515,000
Applicable law: FIFA Regulations on the Status and Transfer of Players (RSTP), Swiss Code of Obligations (supplementary)
Issues in play: Interpretation of a sell-on clause: whether the phrase 'una futura transferencia' (a future transfer) in the transfer agreement limited Wanderers' entitlement to only the first subsequent transfer or extended to all future transfers. The panel applied Swiss contract law to determine the true intent of the parties.
Read the full decision at Court of Arbitration for Sport (football, via FIFA) ↗
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