CAS Case Digest · Verified against the full award text

CAS 2024/A/10531 — Santa Clara Açores, Futebol, S.A.D. v. Kennedy Kofi Boateng and SC Austria Lustenau

"Santa Clara v. Boateng" · CAS upheld FIFA DRC's ruling that a unilateral extension option lacking a substantial salary increase was invalid, leaving the player a free agent.

What happened in Santa Clara v. Boateng

Kennedy Kofi Boateng, a Ghanaian professional footballer, signed a two-season employment contract with Portuguese club Santa Clara on 1 July 2021, covering the 2021/2022 and 2022/2023 seasons. The contract contained a unilateral extension option (UEO) in Clauses 2.3 and 4, allowing Santa Clara to extend the contract for the 2023/2024 season if exercised by 30 March 2023, at a net annual salary of EUR 126,000. Santa Clara purported to exercise the UEO in November 2022. The player rejected its validity, failed to report for pre-season training on 30 June 2023, and in November 2023 signed with Austrian club SC Austria Lustenau for EUR 5,750 per month. Santa Clara filed a claim before the FIFA DRC seeking EUR 4,000,000 in compensation under Clause 13 of the contract, and joint and several liability against Lustenau. On 22 February 2024, the FIFA DRC rejected the claim, finding the UEO invalid. Santa Clara appealed to CAS. The CAS Panel, applying FIFA RSTP (May 2023 edition) and Swiss law subsidiarily, confirmed the FIFA DRC decision. The Panel found the UEO invalid primarily because the salary increase of only 5% was not substantial, the contract extension lacked meaningful negotiation, no addendum was signed, and no formal registration with the FPF occurred. Consequently, no compensation was payable and Lustenau bore no joint and several liability. The case matters because it reinforces the multi-factor, case-by-case CAS approach to UEO validity and underscores that a mere 5% salary increase is insufficient to satisfy the substantiality requirement.

Procedural history of CAS 2024/A/10531

On 1 July 2021, Santa Clara and Boateng entered into an employment contract running through the 2022/2023 season, with a UEO for 2023/2024. Santa Clara purported to exercise the UEO on 17 November 2022. The player rejected its validity and did not return for pre-season training on 30 June 2023. On 19 September 2023, Santa Clara lodged a claim with the FIFA Dispute Resolution Chamber (FIFA DRC) against the player, later broadened on 9 November 2023 to include Lustenau, seeking EUR 4,000,000 in compensation and sporting sanctions. On 22 February 2024, the FIFA DRC rejected the claim in its entirety, finding the UEO invalid and the contract expired on 30 June 2023. The grounds were communicated on 5 April 2024. Santa Clara filed a Statement of Appeal with CAS on 26 April 2024, and its Appeal Brief on 5 June 2024. The Respondents initially challenged admissibility but withdrew those objections on 17 September 2024. A hearing was held in Lausanne on 19 November 2024. CAS was asked to set aside the FIFA DRC decision and award EUR 4,000,000 (or at minimum EUR 1,000,000) in compensation.

Key holdings in CAS 2024/A/10531

• The UEO in Clauses 2.3 and 4 of the contract was invalid because the salary increase of only 5% did not constitute a substantial increase in the player's remuneration.
• A valid UEO requires, among other criteria, a substantial salary increase so that the player is not at the mercy of the club; a 5% increase falls far short of this standard.
• Because the UEO was invalid, the contract expired by its original terms on 30 June 2023, meaning the player was a free agent when he signed with Lustenau in November 2023.
• No compensation was payable by the player to Santa Clara, and consequently the question of Lustenau's joint and several liability was moot.
• The player's conduct — including exploring a return to the club in September 2023 — did not constitute a violation of the principle of venire contra factum proprium, as he had consistently rejected the UEO's validity.

How the CAS panel reasoned

The Panel applied a case-by-case assessment of the UEO's validity, drawing on the seven criteria identified in CAS jurisprudence (including CAS 2020/A/7145, CAS 2013/A/3260, and CAS 2014/A/3852) and endorsed in the FIFA Commentary (2023 edition). While several criteria were satisfied — the maximum contract duration was not excessive, the extension period was proportional, there was only one UEO, and it was exercised within an acceptable deadline — the Panel focused on the third and fourth criteria: whether the salary reward was defined and whether it constituted a substantial increase. The Panel found the maximum salary increase was 5%, which was 'by far not sufficient.' It further reasoned that including bonuses in the analysis would make the player's overall remuneration in the extended term even lower than in the original term, since the signature premium of EUR 20,000 was a one-time payment not applicable to the extension year, and the club had been relegated making performance bonuses inapplicable or highly unlikely. The Panel rejected Santa Clara's argument that the player's September 2023 approach to return constituted acceptance of the UEO, finding instead that the player had consistently rejected its validity. The Panel also noted the absence of a signed addendum and formal FPF registration as further indicators of invalidity. Arguments based on venire contra factum proprium and the Portmann Criteria were addressed but did not alter the outcome.

Why Santa Clara v. Boateng matters in CAS jurisprudence

This award reinforces the CAS case-by-case approach to unilateral extension options and provides a concrete data point that a 5% salary increase is insufficient to satisfy the 'substantial increase' requirement. The Panel also clarified that the absence of a signed addendum and formal federation registration are relevant factors in assessing UEO validity, and that a player's exploratory return negotiations do not constitute acceptance of a previously rejected UEO or a violation of venire contra factum proprium.

Cases cited in this award

CAS 2005/A/983 & 984 (Athlético Peñarol v Suares, Barotti and PSG) CAS 2009/A/1856-1857 CAS 2009/A/1909 CAS 2013/A/3260 CAS 2013/A/3375 & 3376 CAS 2014/A/3852 CAS 2016/A/4875 CAS 2020/A/7145

Frequently asked questions about Santa Clara v. Boateng

Why did CAS find the Santa Clara v. Boateng unilateral extension option invalid?

The Panel found the UEO invalid primarily because the salary increase for the extended 2023/2024 season was only 5% (from EUR 120,000 to EUR 126,000 net annually), which the Panel held was 'by far not sufficient' to constitute a substantial increase. When bonuses were factored in, the player's overall remuneration in the extended term would have been even lower than in the original term, partly because the one-time signature premium of EUR 20,000 was not payable in the extension year and the club had been relegated, making performance bonuses inapplicable or highly unlikely.

What are the Portmann Criteria and how did CAS apply them in the Santa Clara v. Boateng case?

The Portmann Criteria are a set of factors developed in CAS jurisprudence (originating from CAS 2005/A/983 & 984) to assess whether a unilateral extension option is valid. They include: (1) the potential maximum duration must not be excessive; (2) the option must be exercised within an acceptable deadline; (3) the salary reward must be defined in the original contract and constitute a substantial increase; (4) one party must not be at the mercy of the other; (5) the option must be clearly emphasised in the original contract; (6) the extension period must be proportional to the main contract; and (7) ideally only one extension option. In this case, the Panel found criteria 1, 2, 5, 6, and 7 were satisfied, but criteria 3 and 4 were not, because the 5% salary increase was insufficient and the player's overall remuneration would have been lower in the extended term.

Was SC Austria Lustenau held jointly and severally liable for the player's alleged breach in the Santa Clara v. Boateng case?

No. Because the Panel found the UEO invalid and the contract had expired on 30 June 2023 by its original terms, the player was a free agent when he signed with Lustenau in November 2023. Consequently, there was no breach of contract by the player, no compensation was payable, and the question of Lustenau's joint and several liability under Article 17(2) FIFA RSTP was rendered moot.

Did the player's attempt to return to Santa Clara in September 2023 amount to acceptance of the UEO or venire contra factum proprium?

No. The Panel held that the player's agent contacting Santa Clara in September 2023 to explore a return did not constitute acceptance of the UEO or a violation of the principle of venire contra factum proprium. The Panel noted that the player had consistently and repeatedly rejected the validity of the UEO from July 2023 onwards, including in his email of 16 July 2023 and his Statement of Defence in disciplinary proceedings, and his failure to complete the required administrative paperwork confirmed he did not accept the UEO as valid.

Topics: Art. 17 RSTP & contract termination at CAS

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