CAS Case Digest · Verified against the full award text

CAS 2024/A/10598 — Bojan Saranov v. PAE PAS Lamia 1964

"Saranov v. Lamia" · CAS upheld the full EUR 30,000 contractual penalty, reversing FIFA DRC's pro-rata reduction of that clause.

What happened in Saranov v. Lamia

Serbian professional footballer Bojan Saranov and Greek club PAE PAS Lamia 1964 mutually terminated their employment contract on 5 April 2023. The Termination Agreement obliged the Club to pay EUR 11,000 in outstanding remuneration, EUR 108,000 in compensation over 24 monthly instalments, and a conditional EUR 60,000 if the Player remained unregistered until 30 September 2023. Clause 6 provided a EUR 30,000 net penalty if the Club defaulted on any three monthly instalments and ignored a seven-day cure notice. The Club fell into arrears; on 26 January 2024 the Player issued the required default notice. The Club had paid EUR 33,500 by that date, leaving EUR 38,000 outstanding. The Player filed before the FIFA DRC on 12 February 2024. The FIFA DRC awarded EUR 25,000 net in arrears (after a EUR 22,500 post-claim payment) but reduced the penalty to EUR 6,368.72, applying a proportionality formula against the total remaining debt. Saranov appealed to CAS, seeking the full EUR 30,000. The Sole Arbitrator held that the penalty was triggered only once, that the relevant comparator for proportionality was the EUR 38,000 outstanding when the clause was triggered, and that — given the Club's history of non-payment and the parties' own characterisation of the penalty as 'fair and reasonable' — the EUR 30,000 was not excessive under Article 163(3) SCO. The appeal was upheld in full.

Procedural history of CAS 2024/A/10598

On 12 February 2024 Bojan Saranov filed a claim before the FIFA Dispute Resolution Chamber (ref. FPSD-13672) seeking EUR 77,500 net in arrears and penalty plus 5% interest. The Club acknowledged owing EUR 25,000 net after paying EUR 22,500 on 27 February 2024, but contested the EUR 30,000 penalty as excessive. On 18 April 2024 the FIFA DRC partially accepted the claim, awarding EUR 25,000 net in arrears with 5% interest and a reduced contractual penalty of EUR 6,368.72, rejecting the balance. Grounds were notified on 30 April 2024. On 20 May 2024 Saranov filed a Statement of Appeal with CAS within the 21-day deadline under Article 57.1 of the FIFA Statutes. The Appeal Brief was filed on 24 August 2024 and the Respondent's Answer on 18 October 2024. The Sole Arbitrator decided on written submissions alone, without a hearing.

Key holdings in CAS 2024/A/10598

• The contractual penalty in Clause 6 of the Termination Agreement was triggered only once, upon three instalments falling overdue and the Club ignoring a seven-day cure notice, not each time those criteria were met.
• Under Article 163(3) SCO the relevant benchmark for assessing whether a penalty is excessive is the amount outstanding at the time the contractual violation took place, not the total contract value.
• A penalty representing 79% of the EUR 38,000 outstanding when triggered is not grossly disproportionate where the Club had a prior history of non-payment and the parties themselves described the penalty as 'fair and reasonable'.
• Article 163(3) SCO discretion to reduce a penalty must be exercised with reluctance; the arbitrator may only reduce a penalty to the point it ceases to be excessive, not to an amount the arbitrator independently considers fair.
• CAS has full de novo review power under Article R57 of the Code, including the power to reverse a first-instance proportionality reduction of a contractual penalty.

How the CAS panel reasoned

The Sole Arbitrator first resolved the interpretive dispute over Clause 6 by applying Article 18(1) SCO, which requires ascertainment of the parties' true common intention rather than reliance on literal wording. The Appellant's own procedural conduct — not invoking the penalty a second time despite six unpaid instalments — demonstrated that both parties understood the penalty as a one-off sanction. The Respondent's literal reading was rejected as insufficient to establish common intention. On proportionality, the Arbitrator followed the approach in CAS 2017/A/5304 and CAS 2022/A/9129, measuring the penalty against the EUR 38,000 outstanding when the clause was triggered, not the EUR 179,000 total contract value or the EUR 25,000 ultimately unpaid. Applying ATF 82 II 142 and ATF 133 II 43, the Arbitrator noted that reduction is warranted only when the penalty 'unreasonably and flagrantly' exceeds what justice and equity permit. Four contextual factors militated against reduction: the penalty was triggered only once; the parties expressly called it 'fair and reasonable'; it was inserted as a deterrent after the Club had already breached two prior agreements; and EUR 11,000 was already overdue at the time of signing. Freedom of contract reinforced restraint. The Arbitrator therefore awarded the full EUR 30,000.

Why Saranov v. Lamia matters in CAS jurisprudence

This award clarifies two contested points in CAS penalty-clause jurisprudence: (1) the correct reference amount for proportionality review under Article 163(3) SCO is the debt outstanding at the moment of the contractual violation, not the total contract value or the amount ultimately unpaid after post-claim payments; and (2) where parties have expressly described a penalty as 'fair and reasonable' and the creditor's own conduct confirms a one-off reading, arbitrators should exercise their reduction discretion with particular restraint, reinforcing the primacy of contractual freedom in sports employment disputes.

Cases cited in this award

CAS 2014/A/3664 Al Ittihad Club v. Club de Regatas Vasco da Gama CAS 2014/A/3555 FC Vojvodina v. Almami Samori Da Silva Moreira CAS 2015/A/4057 CAS 2016/A/4379 Al Ain FC v. Sunderland AFC CAS 2017/A/5046 CAS 2017/A/5304 PFC Levski v. Dustley Roman Mulder

Frequently asked questions about Saranov v. Lamia

Why did CAS award the full EUR 30,000 penalty in Saranov v. Lamia when FIFA DRC had reduced it to EUR 6,368.72?

The FIFA DRC calculated the penalty proportionally against the total remaining debt, producing a partial award of EUR 6,368.72. CAS held that the correct comparator under Article 163(3) SCO is the amount outstanding when the clause was triggered — EUR 38,000 — not the amount eventually unpaid. Because the parties had also expressly called the penalty 'fair and reasonable' and the Club had a prior history of non-payment, the Sole Arbitrator found no gross disproportion justifying reduction.

Was the EUR 30,000 penalty in the Saranov v. Lamia termination agreement triggered once or multiple times?

CAS held it was triggered only once. Applying Article 18(1) SCO, the Sole Arbitrator found that the true common intention of the parties was a one-off penalty upon three instalments falling overdue and the Club ignoring a seven-day cure notice. The Appellant's own conduct — not invoking the penalty a second time despite six unpaid instalments — confirmed this reading, overriding the FIFA DRC's interpretation that the penalty could recur each time the criteria were met.

What Swiss law standard does CAS apply when deciding whether to reduce a contractual penalty in a football employment dispute?

CAS applies Article 163(3) SCO, which gives the arbitrator discretion to reduce penalties considered excessive. Following ATF 82 II 142, ATF 133 II 43 and CAS 2015/A/4057, reduction is warranted only when the penalty 'unreasonably and flagrantly' exceeds what justice and equity permit — a high threshold. The arbitrator must exercise that discretion with reluctance and may only reduce the penalty to the point it ceases to be excessive, not to an independently 'fair' figure.

How did the Saranov v. Lamia case treat post-claim payments when assessing penalty proportionality?

The Club paid EUR 22,500 on 27 February 2024, after the Player filed his FIFA DRC claim on 12 February 2024, reducing the outstanding debt from EUR 47,500 to EUR 25,000. CAS held this post-claim payment was irrelevant to the proportionality analysis; what mattered was the EUR 38,000 outstanding at the time the penalty clause was triggered in January 2024, consistent with CAS 2017/A/5304 and CAS 2022/A/9129.

Topics: Art. 17 RSTP & contract termination at CAS

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