Contractual Interpretation: CAS 2025/A/11575 Atlético Mineiro v. Nottingham Forest FC & FIFA

CAS 2025/A/11575 Atlético Mineiro v. Nottingham Forest FC & FIFA

Date of the decision: 2026-04-01

Arbitrator(s): Roberto Moreno Rodríguez Alcalá

As a general rule, when it comes to the interpretation of contracts, Swiss Law prioritizes subjective interpretation over purely literal interpretation. Therefore, the parties’ conduct constitutes a decisive interpretative criterion.

Facts and Procedure

On 31 January 2023, the Parties concluded an employment agreement (Employment Agreement) that was for the most part in typed form. However, clause 9 was handwritten.

On 22 December 2023, the Parties executed an International Transfer Agreement concerning the permanent transfer of the Brazilian professional football player A from Nottingham to Mineiro.

Clause 3 of the Transfer Agreement established a guaranteed transfer fee of EUR 5 million payable by Mineiro in three instalments from January 2024 to December 2025.

The Transfer Agreement further provided that all payments were subject to Mineiro’s receipt of a valid invoice and that, in the absence of such invoice, Mineiro would neither be able nor obliged to make payment.

Clause 3.6 of the Agreement also established an acceleration clause, pursuant to which, if Mineiro failed to pay any amount due and did not remedy...

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