CAS Case Digest · Verified against the full award text

CAS 2021/A/7629 — Charity Stars FC v. Moreirense FC

"Charity Stars" · CAS held that a sell-on clause covers all fees—fixed and contingent—received by the acquiring club from a subsequent transfer.

What happened in Charity Stars

Charity Stars FC (Ghana) sold Emmanuel Okyere Boateng to Moreirense FC (Portugal) in June 2015 for EUR 105,000, with a sell-on clause entitling Charity to 30% (later reduced to 25%) of any net excess sum received by Moreirense on a future transfer. In August 2017 Moreirense sold the player to Levante UD for EUR 2,900,000, and Moreirense paid Charity EUR 611,000. In November 2018 Moreirense and Levante amended their agreement, replacing a 15% contingent sell-on with a fixed EUR 1,250,000 payable if Levante transferred the player onward. In February 2019 Levante sold the player to Dalian Professional FC, triggering that payment. Charity claimed 25% of all amounts received by Moreirense from Levante, including the EUR 1,250,000. The FIFA PSC Single Judge rejected the claim, holding the sell-on clause covered only one subsequent transfer. CAS reversed, finding the sell-on clause captured all payments—fixed and contingent—received by Moreirense in connection with the Levante transfer, including the EUR 1,250,000 (characterised by Moreirense as a 'waiver fee'). CAS awarded Charity EUR 324,375 plus 5% p.a. interest on EUR 312,500. The case matters because it confirms that, absent express limitations, sell-on clauses extend to contingent fees received by the acquiring club from a subsequent transfer.

Procedural history of CAS 2021/A/7629

On 30 June 2015 Charity Stars and Moreirense entered a transfer agreement for Emmanuel Okyere Boateng at EUR 105,000 with a 30% sell-on clause, later amended on 10 August 2017 to 25%. Moreirense sold the player to Levante UD on 14 August 2017 for EUR 2,900,000 and paid Charity EUR 611,000. After Levante sold the player to Dalian Professional FC on 11 February 2019, triggering a EUR 1,250,000 payment to Moreirense, Charity demanded 25% of that sum. On 13 May 2020 Charity filed a claim with the FIFA PSC. On 6 October 2020 the FIFA PSC Single Judge rejected the claim, finding the sell-on clause applied only to one subsequent transfer. FIFA notified the grounds on 16 December 2020. Charity filed a Statement of Appeal at CAS on 6 January 2021, within the 21-day deadline. CAS constituted a Sole Arbitrator on 16 March 2021. A videoconference hearing was held on 1 September 2021. The award was issued on 2 May 2023.

Key holdings in CAS 2021/A/7629

• A sell-on clause covering 'any such net excess sum' received by the acquiring club on a future transfer of the player captures both fixed and contingent fees received from that transfer, absent express limitations to the contrary.
• An amendment replacing a percentage-based contingent sell-on with a fixed lump-sum payment (EUR 1,250,000) does not convert that payment into a 'waiver fee' outside the scope of the original sell-on clause; it remains a contingent sell-on fee triggered by the same event.
• The word 'net' in a profit-sharing sell-on clause permits deduction of costs directly incurred by the selling club in effecting the transfer (e.g., agents' fees of EUR 202,022) but not solidarity payments already deducted by the acquiring club before remitting the transfer fee.
• A CAS panel's de novo review power allows it to consider updated quantum figures that emerged after the first-instance proceedings, provided the nature and scope of the claim remain the same.
• Where a sell-on clause is silent on the due date for payment, the sell-on fee is payable on a pro-rata basis aligned with the payment schedule under which the acquiring club receives the transfer fee from the subsequent club.

How the CAS panel reasoned

The Sole Arbitrator first applied the principle of 'in claris non fit interpretatio', finding the trigger conditions of the Sell-on Clauses (transfer of the player's registration by Moreirense) were clear and unambiguous, but that the phrase 'any such net excess sum' was not. He therefore turned to Article 18.1 of the Swiss Code of Obligations to ascertain the real and common intention of the parties. He rejected Moreirense's witness evidence (Mr. Mendes) that EUR 611,000 extinguished all obligations, finding the risk of misunderstanding at a multilingual meeting too high to be comfortably satisfied. He rejected the e-mail of 11 March 2018 as evidencing only an accelerated payment schedule, not a full discharge. Applying good-faith interpretation and CAS jurisprudence on sell-on clauses (CAS 2017/A/5213, CAS 2012/A/2875, CAS 2019/A/6252), he held the parties intended to share all profit from the Levante transfer. He dismissed the 'waiver fee' argument, viewing the Amendment as merely substituting one form of contingent sell-on for another. On 'net sum', he allowed deduction of agents' fees (EUR 202,022) as a direct transfer cost but disallowed solidarity (already deducted by Levante). He declined to apply 'in dubio contra stipulatorem' as the real intention could be determined without it. On interest, he applied Article 104 SCO (5% p.a.) and the pro-rata payment schedule principle from CAS 2012/A/2875, but declined to award interest on the small fixed-fee balance (EUR 11,875) given Moreirense's earlier good-faith accelerated payments.

Why Charity Stars matters in CAS jurisprudence

This award confirms that CAS will interpret profit-sharing sell-on clauses broadly: absent express carve-outs, they capture all fees—fixed and contingent—received by the acquiring club in connection with the relevant transfer, including lump-sum replacements for percentage-based contingent sell-ons. The award also reinforces that a change in quantum at CAS following disclosure of new financial information does not constitute an inadmissible new claim, and applies the pro-rata interest principle from CAS 2012/A/2875 to contingent sell-on payments.

Cases cited in this award

CAS 2019/A/6525 CAS 2017/A/5213 CAS 2012/A/2875 CAS 2019/A/6252 CAS 2016/A/4379 CAS 2012/A/2806

Frequently asked questions about Charity Stars

Did the Charity Stars v Moreirense sell-on clause cover the EUR 1,250,000 Levante paid Moreirense after the Dalian transfer?

Yes. The Sole Arbitrator held that the sell-on clause covered all payments received by Moreirense from Levante in connection with the player's transfer, including the EUR 1,250,000 fixed replacement for the original 15% contingent sell-on. Moreirense's argument that this was a 'waiver fee' outside the clause was rejected because the amendment merely substituted one form of contingent sell-on for another, both triggered by the same event—a subsequent transfer of the player by Levante.

How did CAS calculate the total amount owed to Charity Stars FC in this case?

CAS awarded EUR 324,375 in total principal. This comprised EUR 312,500 (25% of the EUR 1,250,000 Second Sell-on Fee) plus EUR 11,875 (the outstanding balance on the fixed-fee sell-on, being EUR 622,875 due minus EUR 611,000 already paid). The EUR 622,875 was calculated as 25% of EUR 2,491,500 (EUR 2,798,500 net fixed fee received, minus EUR 105,000 original transfer fee and minus EUR 202,022 agents' fees, but excluding solidarity payments already deducted by Levante).

Can a CAS panel consider a higher quantum claim than was presented to FIFA if new financial information emerged after the FIFA proceedings?

Yes, according to this award. The Sole Arbitrator held that while a CAS panel cannot go beyond the scope of the previous litigation, a change in the methodology or quantum of a claim following disclosure of new information does not constitute a new claim. Charity's entitlement under the Sell-on Clauses was the same claim at both FIFA and CAS; only the figures were updated once Levante disclosed the EUR 1,250,000 payment details.

What interest rate applies to unpaid sell-on fees when the transfer agreement is silent on interest?

The Sole Arbitrator applied 5% per annum under Article 104 of the Swiss Code of Obligations, which is the default rate under Swiss law for late payment of a pecuniary debt. FIFA regulations do not stipulate a default interest rate, so Swiss law applied subsidiarily. Interest ran from the dates on which each instalment of the EUR 312,500 was due, aligned pro-rata with Levante's payment schedule to Moreirense (10 May 2019, 25 June 2019, and 30 July 2019).

Topics: Transfers, agents, TPO & sell-on clauses at CAS

Source: official award. This digest was generated by LexXi from the full award text and machine-verified against it — every figure, article and citation above appears in the source. It is an editorial summary, not legal advice. See how ElevenLex verification works.