U.C. Sampdoria SpA v. José Rodriguez Baster (CAS 2016/A/4556)
CAS · Football (FIFA / CAS) · Switzerland · 13 February 2017
Why it matters
This case clarifies the interpretation of ambiguous clauses in football representation agreements under Swiss law, applying Article 18 of the Swiss Code of Obligations and the contra proferentem rule. It also addresses the standing of a players' agent who signed a contract on behalf of a company, confirming that the agent can be a party and claim commission if the contract and subsequent conduct indicate his personal involvement.
Summary
U.C. Sampdoria SpA appealed a FIFA decision ordering it to pay €200,000 commission to agent José Rodriguez Baster for facilitating the transfer of player José Gómez Campaña. The club argued that the agent was not a party to the agreement (signed as representative of Promoesport Andalucia S.L.) and that commission was not due because the player was loaned out on the payment dates. The CAS sole arbitrator held that the agent was a party based on the contract's wording and the parties' conduct, including the club's correspondence with the agent. Applying Swiss law, the arbitrator interpreted ambiguous clauses 2 and 5 of the agreement: clause 2 made commission payable upon registration; clause 5 stated amounts were due 'if the registration continues.' The arbitrator found that 'registration continues' meant the player remained under contract with the club, not that he had to be physically registered on the exact payment dates. Since the player was only loaned (not permanently transferred), the contractual link persisted, and the club owed the commission. The appeal was dismissed, and the FIFA decision upheld.
The detail
Parties: UC Sampdoria SpA v José Rodriguez Baster
Case number: CAS 2016/A/4556
Outcome: The appeal by U.C. Sampdoria SpA is dismissed; the FIFA decision ordering the club to pay €200,000 commission plus interest to the agent is upheld.
Quantum: €200,000 plus interest
Applicable law: Swiss law (Swiss Code of Obligations), FIFA Regulations on Players' Agents (2008 edition), FIFA Procedural Rules
Issues in play: Interpretation of ambiguous contractual clauses under Swiss law (Article 18 CO) and the principle in dubio contra stipulatorem; determination of whether the agent was a party to the representation agreement.
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