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International Arbitration Forum

Royal Antwerp FC v. Wydad Athletic Club

Case summary

At a glance

Parties
Royal Antwerp Football Club N.V. (Belgium) v. Wydad Athletic Club (Morocco)
Case no.
CAS 2022/A/9170
Forum and rules
Court of Arbitration for Sport, appeal arbitration procedure under the CAS Code (2021 edition); Swiss PILA Chapter 12
Treaty
Contract: loan agreement of 4 September 2021, governed by FIFA Regulations, with Swiss law applying subsidiarily
Tribunal
Prof. Ulrich Haas (Sole Arbitrator)
Sector
Football player loan
Outcome
Appeal partially upheld (25 July 2023). Both bonuses were awarded and all FIFA PSC costs were shifted to Wydad AC. The claim for interest on the domestic-title bonus from 7 June 2022 was dismissed.
Amount
Claimed: EUR 200,000 plus 5% interest. Awarded: EUR 50,000 (loan fee instalment, already awarded by FIFA) plus EUR 100,000 and EUR 50,000 in bonuses, each with 5% interest p.a. FIFA PSC costs of USD 25,000 are to be borne by Wydad AC.

The dispute

Antwerp FC loaned a player to Wydad AC for the 2021/2022 season. Wydad AC agreed to pay a loan fee of EUR 150,000 and bonuses under Clause 5 of the loan agreement, including EUR 50,000 if it became champion of Morocco and EUR 100,000 if it won the "UEFA Champions League". Wydad AC won the Moroccan Championship and the 2021/2022 CAF Champions League but did not pay. On 16 August 2022 the FIFA Players' Status Chamber awarded only the third loan fee instalment (EUR 50,000). It rejected the bonus claims for lack of proof and because Clause 5 referred to the UEFA, not the CAF, Champions League, and it ordered Antwerp FC to bear most of the costs. On appeal, Antwerp FC argued that "UEFA" was a drafting error and that the parties' real common intention under Article 18 of the Swiss Code of Obligations was the CAF Champions League. Wydad AC argued that Antwerp FC had drafted the clause, that the clause should be read against it (contra proferentem), and that Antwerp FC had failed to prove its claims before FIFA.

Key holdings

  1. New evidence was admitted. Article R57(3) of the CAS Code is read restrictively. Antwerp FC did not withhold the evidence in bad faith: it believed Wydad AC's sporting success was a well-established fact. Filing the evidence for the first time before CAS was therefore not abusive. ¶¶ 59–61
  2. Antwerp FC proved, and Wydad AC did not contest, that Wydad AC won the 2021/2022 Moroccan Championship. The EUR 50,000 bonus is therefore due. ¶¶ 67–68
  3. Under Article 18 CO a purely literal interpretation is prohibited. The reference to the UEFA Champions League did not reflect the parties' common intention, which was a bonus for winning the CAF Champions League. The Sole Arbitrator relied on four points: Wydad AC could never take part in the UEFA competition; Wydad AC's own earlier signed draft had said "CAF"; the final draft was re-signed only to add the intermediary clause; and the other bonuses all concerned competitions open to Wydad AC. ¶¶ 74–80
  4. The contra proferentem principle applies only as a last resort, if ambiguity remains after all other means of interpretation fail. It had no room here because the parties' intention was clear. The EUR 100,000 bonus is due. ¶¶ 81–85
  5. Interest of 5% p.a. is due under Articles 102 and 104 CO from the day after the seven-day payment period: from 7 June 2022 on the CAF bonus and from 13 July 2022 on the Moroccan Championship bonus. The claim for interest from 7 June 2022 on the latter was dismissed. ¶¶ 86–90
  6. Wydad AC must bear the FIFA PSC costs, both under Article 25(5) of the Procedural Rules Governing the Football Tribunal and under the indemnity in Clause 11 of the loan agreement. Antwerp FC's failure to file evidence before FIFA did not break the causal link. Antwerp FC may recover from Wydad AC any costs it has already paid to FIFA. The amended operative part puts these costs at USD 25,000, although ¶ 95 states USD 20,000. ¶¶ 91–96; operative part 2–3

Procedural history

  1. 4 September 2021Antwerp FC and Wydad AC enter into the final version of the loan agreement.
  2. 1 March 2022Antwerp FC files a first claim before the FIFA PSC over unpaid loan fee instalments. A FIFA confirmation letter of 25 March 2022 orders payment, and FIFA imposes a registration ban on Wydad AC on 30 May 2022.
  3. 7 July 2022Antwerp FC files a second FIFA PSC claim for EUR 200,000.
  4. 16 August 2022FIFA PSC decision: claim partially accepted (EUR 50,000 awarded), bonus claims rejected. The grounds are notified on 8 September 2022.
  5. 28 September 2022Antwerp FC files its Statement of Appeal with CAS.
  6. 26 October 2022Sole Arbitrator Prof. Ulrich Haas appointed. The case is decided on the written submissions.
  7. 25 July 2023Award: appeal partially upheld.

Tribunal, counsel and experts

Decided by
  • Ulrich Haas Sole arbitrator, Court of Arbitration for Sport — appointed by the parties jointly

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Keywords

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

Case ID
CAS 2022/A/9170
Claimant
Royal Antwerp FC
Respondent
Wydad Athletic Club
Documents

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