Arbitration CAS 2013/A/3054 Club Atlético River Plate v. US Città di Palermo, award of 13 September 2013
1. In a case, where two clubs share the economic rights over a player and are supposed to share (even if not in equal shares) the sell-on fee, the club which maintains the registration of the player and who is the one actually having the control on the transfer and does transfer a player has a heavy degree of responsibility of information with regard to the terms and conditions of the transfer, in view of the financial profit-sharing rights of the previous club, and the fact that the latter is a remote party to the transfer and thus not being involved in the negotiation with the third club which desires to acquire the player.
2. When the mutually agreed real intention of the parties cannot be established, the contract must be interpreted according to the requirement of good faith. The judge has to seek how a declaration or the external manifestation of a party could have been reasonably understood dependent upon the individual circumstances of the case. The requirements of good faith tend to give the preference to a more objective approach. The emphasis is not so much on what a party may have meant but on how a reasonable man would have understood his declaration. In determining the intent of a party or the intent which a reasonable person would have had in the same circumstances, it is necessary to look first to the words actually used or the conduct engaged in. However, the investigation is not to be limited to those words or the conduct even if they appear to give a clear answer to the question. In order to go beyond the apparent meaning of the words or the conduct by the parties, due consideration is to be given to all relevant circumstances of the case. This includes the negotiations as well as any subsequent conduct of the parties and usages.