CAS Case Digest · Verified against the full award text

CAS 2025/A/11962 — Zamalek SC v. AIK FF Sweden

"Zamalek v. AIK" · CAS upheld acceleration of full USD 1,100,000 transfer fee after Zamalek failed to pay first instalment, rejecting penalty-clause and mitigating-circumstances defences.

What happened in Zamalek v. AIK

On 3 September 2024, AIK FF Sweden and Zamalek SC concluded a transfer agreement for player Omar Faraj for a fixed fee of USD 1,100,000, payable in two equal instalments of USD 550,000 due on 30 June 2025 and 30 June 2026 respectively. Clause 3.5 provided that failure to pay within ten days of a due date would accelerate all remaining instalments. Zamalek did not pay the first instalment. AIK issued a formal default notice on 4 July 2025 to e-mail addresses listed on Zamalek's FIFA-TMS profile, granting a ten-day cure period. Zamalek did not pay. AIK filed a claim before the FIFA Players' Status Chamber (PSC), which on 30 September 2025 ordered Zamalek to pay USD 1,100,000 plus 5% p.a. interest and USD 25,000 in costs. Zamalek appealed to CAS, arguing the acceleration clause was an excessive penalty under Article 163(3) SCO, the default notice was ineffective due to a management transition, and mitigating circumstances warranted relief. The Sole Arbitrator dismissed the appeal in its entirety, confirming the FIFA PSC decision. The case matters because it authoritatively distinguishes acceleration clauses from penalty clauses under Swiss law and CAS jurisprudence, and establishes that TMS-registered contact details bind clubs for default-notice purposes.

Procedural history of CAS 2025/A/11962

On 22 July 2025, AIK filed a claim before the Players' Status Chamber of the FIFA Football Tribunal (FIFA PSC) seeking payment of the full accelerated transfer fee. Zamalek submitted its reply on 25 August 2025. The Single Judge of the FIFA PSC (FPSD-20030) rendered a decision on 30 September 2025, notified with grounds on 5 November 2025, ordering Zamalek to pay USD 1,100,000 as outstanding amount plus 5% p.a. interest (5% over USD 550,000 from 1 July 2025 and 5% over USD 550,000 from 12 July 2025 until effective payment), and USD 25,000 in procedural costs. On 20 November 2025, Zamalek filed a Statement of Appeal with CAS under Article R47 of the CAS Code, requesting the decision be set aside or substantially modified. Zamalek filed its Appeal Brief on 12 December 2025; AIK filed its Answer on 20 February 2026. The Sole Arbitrator decided the matter on written submissions alone, confirmed by the Order of Procedure signed by both parties.

Key holdings in CAS 2025/A/11962

• The Respondent's default notice of 4 July 2025 was validly and effectively delivered because it was sent to e-mail addresses listed on the Appellant's FIFA-TMS profile at the relevant time, and clubs bear the risk of non-receipt when they fail to keep TMS contact details current.
• An acceleration clause that merely advances the due date of pre-existing instalments without imposing any additional financial burden does not constitute a penalty clause within the meaning of Article 163(3) of the Swiss Code of Obligations and is therefore not subject to judicial reduction.
• Clause 3.5 of the Transfer Agreement was a valid and enforceable acceleration clause consistent with the principle of pacta sunt servanda and the parties' contractual autonomy, as it did not require Zamalek to pay any amount beyond the freely agreed Fixed Transfer Fee of USD 1,100,000.
• A club's internal management transition and resulting communication breakdown do not constitute force majeure or any analogous legal concept excusing contractual non-performance under Swiss law or the applicable FIFA Regulations.
• Financial hardship and the absence of subjective bad faith do not provide a legal basis for declining to enforce, reducing, or restructuring obligations arising from a freely negotiated acceleration clause.

How the CAS panel reasoned

The Sole Arbitrator began by identifying the undisputed facts: the first instalment was due and unpaid, and the default notice was sent to TMS-registered addresses. On the notice issue, the arbitrator held that Article 10(3) of the FIFA Procedural Rules makes TMS contact details binding on the party that provided them, and that Annexe 3 of the RSTP obliges clubs to keep such details valid and up to date. The risk of non-receipt therefore fell on Zamalek. On the central acceleration-versus-penalty question, the arbitrator applied the distinction established in CAS 2020/A/7305 and TAS 2025/A/11122: a penalty clause imposes an additional financial burden beyond the agreed obligation, whereas an acceleration clause merely changes the timing of enforceability without altering the total sum owed. Because Clause 3.5 did not require Zamalek to pay more than USD 1,100,000 already agreed, it could not be characterised as a penalty and Article 163(3) SCO was inapplicable. The arbitrator also found that even if Article 163(3) were applicable, Zamalek had not demonstrated that AIK suffered no harm, noting the prolonged deprivation of a substantial payment. On mitigating circumstances, the arbitrator rejected each argument: the management transition was within Zamalek's own sphere of control; invoices had been sent before the transition; Zamalek waited until 23 July 2025 to request a new TMS user account; and seven months of non-payment undermined the good-faith claim.

Why Zamalek v. AIK matters in CAS jurisprudence

This award consolidates CAS jurisprudence on the acceleration-clause/penalty-clause distinction under Swiss law, confirming that Clause 3.5-type provisions are valid security mechanisms that do not engage Article 163(3) SCO. It also establishes a clear rule that FIFA-TMS registered contact details are binding for default-notice purposes between clubs, placing the risk of internal communication failures squarely on the debtor club, thereby protecting creditor clubs acting in good faith.

Cases cited in this award

CAS 2009/A/1810 & 1811 CAS 2020/A/6796 CAS 2020/A/7305 CAS 2021/A/7673 & 7699 CAS 2024/A/10881 TAS 2025/A/11122

Frequently asked questions about Zamalek v. AIK

Is an acceleration clause in a FIFA transfer agreement the same as a penalty clause that can be reduced under Swiss law?

No. In Zamalek v. AIK, the Sole Arbitrator held that an acceleration clause merely advances the due date of pre-existing instalments without imposing any additional financial burden, and therefore does not constitute a penalty clause within the meaning of Article 163(3) of the Swiss Code of Obligations. Because Clause 3.5 did not require Zamalek to pay more than the freely agreed Fixed Transfer Fee of USD 1,100,000, there was no basis for judicial reduction or modification.

Can a club avoid a default notice by arguing it underwent a management transition and did not receive the notice?

No. The CAS Sole Arbitrator in Zamalek v. AIK found that the default notice sent to e-mail addresses listed on Zamalek's FIFA-TMS profile was validly delivered, relying on Article 10(3) of the FIFA Procedural Rules, which makes TMS contact details binding on the party that provided them. The arbitrator held that it is the club's regulatory obligation under Annexe 3 of the RSTP to keep TMS contact details valid and up to date, and that the risk of non-receipt falls on the debtor club that fails to do so.

Does a club's internal management restructuring excuse non-payment of a transfer fee instalment under Swiss law or FIFA regulations?

No. In Zamalek v. AIK, the Sole Arbitrator held that a club's internal organisational difficulties and personnel changes are events within its own sphere of control and do not constitute force majeure or any analogous legal concept excusing contractual non-performance under Swiss law or the applicable FIFA Regulations. The arbitrator also noted that AIK had sent invoices before the management transition commenced and that Zamalek waited until 23 July 2025 — over a month after the restructuring — to request a new TMS user account.

What happens to the second instalment of a transfer fee when the acceleration clause is triggered by non-payment of the first instalment?

Under the acceleration clause upheld in Zamalek v. AIK, the second instalment of USD 550,000 — originally due on 30 June 2026 — became immediately due and payable upon Zamalek's failure to pay the first instalment within ten days of its due date of 30 June 2025. The FIFA PSC, confirmed by CAS, ordered Zamalek to pay the full Fixed Transfer Fee of USD 1,100,000 plus 5% p.a. interest running separately on each USD 550,000 tranche from 1 July 2025 and 12 July 2025 respectively.

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

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