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International Arbitration Forum

Olea Sports Capital LLC v. FC Lokomotiv, Russian Football Union (RFU)

Case summary

At a glance

Parties
Olea Sports Capital LLC (Russia) v. FC Lokomotiv Moscow and the Football Union of Russia (FUR)
Case no.
CAS 2021/A/8251 (companion case: CAS 2021/A/8252)
Forum and rules
Court of Arbitration for Sport, appeals procedure, CAS Code (2020 edition); seat Lausanne
Treaty
Contract clause: Article 7.2 of the Commission Agreement (FUR Dispute Resolution Chamber, then FUR Committee on the Status of Players, then CAS); Article 58(2) FUR Regulations on Dispute Resolution
Tribunal
Edward Canty (Sole Arbitrator)
Sector
Football intermediary services
Outcome
Appeal upheld (25 April 2023). The FUR Players' Status Committee decision was set aside and Lokomotiv was ordered to pay the agreed commission with interest. In the companion case CAS 2021/A/8252, Olea's appeal was dismissed.
Amount
Claimed: EUR 555,582, interest of RUB 2,688,263.13, RUB 60,000 in first-instance fees, RUB 5,470,714 in first-instance legal fees, and EUR 5,000 towards CAS legal fees. Awarded: EUR 255,582 plus 6.5% interest from 31 July 2020, and EUR 300,000 plus 6.5% interest from 2 September 2020, both payable in Russian rubles at the rate on the date of payment. First-instance costs were refused.

The dispute

Olea, a Moscow football agency, helped FC Lokomotiv Moscow extend the contract of a Portuguese player, A., who was on loan from Inter. The Additional Agreement, signed on 19 June 2020, extended his playing contract to 31 July 2020. Lokomotiv then sent Olea a Commission Agreement. It provided for a fixed fee of EUR 255,582 and a further EUR 300,000 if Lokomotiv qualified for the UEFA Champions League group stage. Olea signed and returned it, but Lokomotiv never countersigned, so the agreement was not registered with the FUR. The FUR Dispute Resolution Chamber and then the FUR Players' Status Committee declined jurisdiction under Article 11(6) of the FUR Intermediaries Regulations, which provides that unregistered intermediary contracts are not recognised by the FUR. On appeal, Olea argued that a binding contract existed despite the missing signature and registration, that Lokomotiv was estopped (venire contra factum proprium), and that Olea faced a denial of justice. Lokomotiv argued that the document was only a draft under negotiation and that the FUR bodies correctly declined jurisdiction.

Key holdings

  1. Lokomotiv's objection to Exhibit 13 (a transcript of the meeting of 30 June 2020) was dismissed because it was raised only at the hearing. Parties must raise procedural issues as soon as practicable. Exhibits 20 and 21 (proof of first-instance fees and legal costs) were disregarded, except for documents in both Russian and English, because Olea had not translated them as Article R29 of the CAS Code requires. ¶¶ 68–75
  2. The agreement had not been signed by Lokomotiv or registered with the FUR. In principle, the FUR Intermediaries Regulations therefore led to a lack of FUR jurisdiction. The remaining question was whether a contract had nonetheless been concluded. ¶¶ 95–96
  3. A contract was concluded. Lokomotiv sent the Commission Agreement and the Services Acceptance Act after the services had been performed; under Article 435 of the Russian Civil Code this was an offer. Olea accepted it by returning signed copies, and Lokomotiv never objected. Lokomotiv deliberately avoided countersigning to frustrate payment, which breached the duty of good faith in Article 2.4 of the FUR Intermediaries Regulations. ¶¶ 114–119
  4. A failure to meet regulatory requirements for club–agent contracts does not make the contract unenforceable; at most it exposes the parties to sanctions. Under the principle nemo auditur propriam turpitudinem allegans, the FUR bodies should have asserted jurisdiction. ¶¶ 123–128
  5. For reasons of procedural economy, the Sole Arbitrator used the de novo power in Article R57 to replace the decision rather than send the case back to the FUR. He found that this also matched the parties' intention, as shown by Article 7.3 of the Commission Agreement. ¶¶ 133–137
  6. Lokomotiv must pay EUR 255,582 with interest from 31 July 2020 and EUR 300,000 with interest from 2 September 2020; its Champions League qualification was proved by evidence from UEFA's website. Payment is due in rubles, as Article 3.4 provides. Interest runs at 6.5% under Article 395 of the Russian Civil Code, the Central Bank rate on the filing date. Costs of the first-instance proceedings are not recoverable. ¶¶ 144–155; operative part
  7. In the companion case, CAS 2021/A/8252, Olea claimed 10% of the fee from the later transfer of a Brazilian player, B. That claim failed. Olea had rejected the commission terms Lokomotiv offered, and Lokomotiv's mere acknowledgement of Olea's counter-proposal was not a full and unconditional acceptance under Article 438 of the Russian Civil Code. With no agreement, the FUR Players' Status Committee had correctly declined jurisdiction, although for the wrong reason. CAS 2021/A/8252 Award ¶¶ 137–152

Procedural history

  1. 19 June 2020With Olea's help, the player signs the Additional Agreement extending his contract with Lokomotiv to 31 July 2020.
  2. 22 June 2020Lokomotiv's Financial Director emails the Commission Agreement and the First Services Acceptance Act to Olea.
  3. 11 March 2021Olea files its claim with the FUR Dispute Resolution Chamber.
  4. 3 June 2021The FUR Dispute Resolution Chamber terminates the proceedings for lack of competence (case No. 041-21).
  5. 16 July 2021The FUR Players' Status Committee rejects Olea's appeal; its grounds are issued on 4 August 2021.
  6. 25 August 2021Olea files its appeal with CAS. It files a separate appeal concerning a different transaction (CAS 2021/A/8252).
  7. 7 October 2021Panel constituted, with Edward Canty as Sole Arbitrator in both cases.
  8. 9 February 2022Hearing by video conference. The FUR does not take part.
  9. 25 April 2023Award: appeal upheld and Lokomotiv ordered to pay EUR 555,582 in rubles, with interest.
  10. 25 April 2023Award in the companion case CAS 2021/A/8252: Olea's appeal dismissed.

Tribunal, counsel and experts

Decided by
  • Edward Canty Sole arbitrator, Court of Arbitration for Sport — appointed by the institution
For the claimant
Luis Cassiano Neves · Antonio Rigozzi · Matilde Costa Dias · Adilia Emelkhanova
For the respondent
Mikhail Prokopets · Ilya Chicherov · Yury Yakhno

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Keywords

Summary generated with AI from the published documents — refer to the award for the authoritative text.

Case ID
CAS 2021/A/8251
Claimant
Olea Sports Capital LLC
Respondent
FC Lokomotiv, Russian Football Union (RFU)

Procedure: Appeal
Sport: Football
Matter: Contractual litigations (except transfer)
Outcome: Upheld
Panel: Edward Canty
Source: Court of Arbitration for Sport case database.