CAS Case Digest · Verified against the full award text

CAS 2023/A/10202 — SK Slavia Praha - Fotbal a.s. v. 36 Lion Football Club

"Slavia Praha v. 36 Lion" · CAS overturned FIFA PSC's sell-on fee calculation, holding that prior transfer and bonus fees must be deducted from the base amount.

What happened in Slavia Praha v. 36 Lion

SK Slavia Praha (Czech Republic) and 36 Lion Football Club (Nigeria) disputed the calculation of a 15% sell-on fee triggered when Slavia loaned player Moses Usor to Austrian club LASK Linz with a purchase obligation. The Transfer Agreement dated 31 March 2022 provided for a fixed transfer fee of EUR 150,000, two bonus fees of EUR 50,000 each (totalling EUR 250,000), and a 15% sell-on fee on 'amounts actually received by Slavia exceeding the amounts paid or already due by Slavia to 36 Lion.' The LASK deal was worth EUR 1,750,000 in total, with a first instalment of EUR 250,000. Slavia paid 36 Lion EUR 30,643, while 36 Lion claimed EUR 37,500. FIFA's Players' Status Chamber (PSC) ordered Slavia to pay the outstanding EUR 6,857 and imposed a warning. Slavia appealed to CAS. The Sole Arbitrator held that: (1) the 'amounts actually received' was EUR 240,000 after a 4% solidarity deduction of EUR 10,000, not EUR 250,000; and (2) the Transfer Fee and Bonus Fees (EUR 250,000 total) must be deducted from the base before applying the 15% rate. On this basis, Slavia's payment of EUR 30,643 was correct and no further amount was owed. The PSC Decision was set aside and the warning lifted. The case matters because it clarifies how 'exceeding' language in sell-on fee clauses should be interpreted and confirms that solidarity contributions reduce the 'amounts actually received.'

Procedural history of CAS 2023/A/10202

On 31 March 2022, the parties entered into a Transfer Agreement for player Moses Usor. On 18 January 2023, Slavia loaned Usor to LASK Linz with a purchase obligation for a total fee of EUR 1,750,000. On 21 August 2023, 36 Lion lodged a claim before the FIFA Players' Status Chamber (PSC) seeking EUR 37,500 as the 15% sell-on fee on the first instalment of EUR 250,000. Slavia had already paid EUR 30,643 on 21 August 2023. On 10 October 2023, the PSC Single Judge partially accepted 36 Lion's claim, ordering Slavia to pay the outstanding EUR 6,857, imposing a warning, and awarding procedural costs of USD 1,000 against Slavia. The Decision was notified with grounds on 17 November 2023. On 7 December 2023, Slavia filed its Statement of Appeal at CAS pursuant to Article 57(1) of the FIFA Statutes and Article R48 of the CAS Code, requesting the PSC Decision be set aside and all claims dismissed.

Key holdings in CAS 2023/A/10202

• The phrase 'amounts actually received' in a sell-on fee clause refers to the amount effectively transferred to the selling club, which may be less than the contractual figure if solidarity contributions have been withheld.
• Where a sell-on fee clause expressly conditions the 15% on amounts 'exceeding the amounts paid or already due' to the original selling club, the prior transfer fee and bonus fees must be deducted from the base before calculating the sell-on fee.
• The structural difference between two sell-on fee clauses in the same agreement — one containing 'exceeding' language and one omitting it — indicates the parties intentionally ascribed deductive meaning to the 'exceeding' phrase in the first clause.
• A party asserting that deductions may be made from the principal amount bears the burden of proving the actual amount received; new evidence presented at CAS may alter the outcome compared to the first-instance decision.
• Where a club has not breached its payment obligations under the correct interpretation of the transfer agreement, a warning imposed by the PSC is not justified and must be lifted.

How the CAS panel reasoned

The Sole Arbitrator structured the analysis around two questions: (1) whether the sell-on fee base is the contractual amount or the amount actually received; and (2) whether prior transfer and bonus fees are deductible. On Question 1, the Arbitrator applied a literal interpretation of 'amounts actually received,' finding it means the sum effectively obtained by Slavia. New evidence (Exhibit 19) showed Slavia received EUR 240,000, not EUR 250,000, after LASK withheld a 4% solidarity payment of EUR 10,000. The Arbitrator agreed with PSC's approach of using the contractual figure only in the absence of contrary evidence, but found that evidence had now been supplied. On Question 2, the Arbitrator rejected PSC's view that the 'exceeding the amounts' language was merely a cross-reference with no operative meaning. Four reasons were given: professional parties are presumed to give deliberate meaning to contractual language; the Transfer Fee and Bonus Fees were already mentioned at the opening of the clause, so the second reference must add something; the two sell-on fee clauses in the agreement differ structurally, with only the first containing 'exceeding' language, indicating intentional drafting; and the logical purpose of a sell-on fee is to share profit from increased player value, which only arises if the resale price exceeds the original acquisition cost. Neither 36 Lion nor PSC offered a coherent explanation for the 'exceeding' language, which further supported the deduction interpretation.

Why Slavia Praha v. 36 Lion matters in CAS jurisprudence

This award clarifies the interpretation of 'exceeding' language in sell-on fee clauses, establishing that such language can operate as a deduction mechanism rather than a mere cross-reference. It also confirms that 'amounts actually received' is a factual inquiry requiring evidence of actual payment, and that solidarity contributions withheld by the buying club reduce the base for sell-on fee calculations. The case demonstrates CAS's willingness to admit and rely on new evidence not available at first instance.

Frequently asked questions about Slavia Praha v. 36 Lion

What did CAS decide about how to calculate the sell-on fee in Slavia Praha v. 36 Lion?

CAS held that the 15% sell-on fee must be calculated on the amount actually received by Slavia from LASK (EUR 240,000 after a 4% solidarity deduction), and that the prior transfer fee and bonus fees totalling EUR 250,000 must be deducted from that base before applying the 15% rate. On this basis, Slavia's payment of EUR 30,643 was correct and no further amount was owed to 36 Lion.

Does 'exceeding the amounts paid or already due' in a sell-on fee clause mean the prior fees are deducted from the base?

Yes, according to CAS 2023/A/10202. The Sole Arbitrator found that professional parties are presumed to give deliberate meaning to contractual language, and the structural difference between two sell-on fee clauses in the same agreement — one containing 'exceeding' language and one omitting it — confirmed the parties intended the phrase to operate as a deduction mechanism. PSC's view that the language was merely a cross-reference with no operative meaning was rejected.

Are solidarity contributions deducted before calculating a sell-on fee on 'amounts actually received'?

In this case, yes. The Sell-On Agreement between Slavia and LASK stated that all fees were inclusive of solidarity contributions and that LASK was responsible for distributing them. Exhibit 19 showed Slavia actually received EUR 240,000, with EUR 10,000 withheld as a 4% solidarity payment. The Sole Arbitrator held that 'amounts actually received' means the sum effectively transferred to Slavia, so the solidarity-reduced figure of EUR 240,000 was the correct base.

Can a party introduce new evidence at CAS that was not available before the FIFA PSC?

In CAS 2023/A/10202, the Sole Arbitrator accepted new evidence (Exhibit 19 to the Appeal Brief) showing the actual amount received by Slavia from LASK was EUR 240,000, which had not been available when PSC issued its decision on 10 October 2023. The Arbitrator noted that 'the situation is now different than it had been when PSC issued the Appealed Decision' and relied on this evidence to reach a different conclusion on the sell-on fee base.

Topics: Training compensation & solidarity at CAS

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