TAS - CAS 4550, 4576 de 2016

Tribunal Arbitral du Sport Court of Arbitration for Sport Arbitrations CAS 2016/A/4550 Darwin Zamir Andrade Marmolejo v. Club Deportivo La Equidad Seguros S.A. & Fédération Internationale de Football Association (FIFA) and CAS 2016/A/4576 Újpest 1885 FC v. FIFA, award of 24 November 2016

Panel: Mr Fabio Iudica (Italy), President; Mr Mark Hovell (United Kingdom); Mr Rui Botica Santos

(Portugal) Football Consequences of termination without just cause by professional football player of his employment contract Choice of law according to Article 66 par. 2 FIFA Statutes Buy-out clauses and contractual clause foreseeing payment of “damages” Article 17 par. 1 Regulations on the Status and Transfer of Players (RSTP) Liquidated damages clauses Sporting sanctions under Article 17 par. 3 and par. 4 RSTP Rebuttable presumption of inducement to breach a contract under Article 17 par. 4 RSTP Succession of sporting clubs

1. Article 66 par. 2 of the FIFA Statutes contains an election of Swiss law, which is deemed to be applicable in addition to the FIFA Regulations. Under the literature and CAS jurisprudence, such a choice of law, by reference to the FIFA Regulations, is both admissible and binding on the parties.

2. It follows from the definition of buy-out clauses contained in the FIFA Commentary on the Regulations on the Status and Transfer of Players (RSTP) that the parties, while entering into a contract, may agree that at a certain (or at any) moment one of the parties

(normally, the player) may terminate the contract, by simple notice and by paying a stipulated amount. In other words, one of the parties (ordinarily, the club) accepts in advance that the contract may be terminated: as a result, when the contract is effectively terminated, such termination can be deemed to be based on the parties’ (prior) consent.

Therefore, no breach occurs, and the party terminating the contract is not liable for any sporting sanction. It is only bound to pay the stipulated amount – which represents the “consideration” (or “price”) for the termination. In summary, the parties to the contract agree that one party (usually the club) shall grant the other party (usually the player) an option to prematurely terminate the contract, upon serving notice and payment of the agreed option price. A contractual clause foreseeing that a player shall pay a certain amount as “damages” following his termination of his employment contract without just cause does not constitute a buy-out clause; this is because the term “damages” is inconsistent with a buy-out clause, since any payment to be made by the player would not be “damages”, but the consideration for the exercise of a contractual right or the option price.

3. The principles and the method of calculation of the compensation due by one party CAS 2016/A/4550 2

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Újpest 1885 FC v. FIFA; award of 24 November 2016 because of a breach or unilateral and premature termination of a contract are stipulated in Article 17 par. 1 RSTP. According to Article 17 par. 1 RSTP, the primary role is played by the parties’ autonomy insofar as the criteria set in that article apply “unless otherwise provided for in the contract”. Only if the parties have not agreed on a specific amount, compensation has to be calculated “with due consideration” for the elements listed in Article 17 par. 1 RSTP.

4. A contractual clause qualifies as a contractual penalty or “liquidated damages” clause (“clause pénale” or “Konventionalstrafe”) under Swiss law (Article 160 of the Swiss Code of Obligations if it contains the following necessary elements: (i) the parties

bound thereby are mentioned, (ii) the kind of penalty has been determined, (iii) the conditions triggering the obligation to pay it are set, (iv) its measure is identifiable.

5. According to CAS jurisprudence sporting sanctions under Article 17 par. 3 and 17 par. 4

RSTP do not apply mandatorily, but the situation has to be analysed on a case-by-case basis, according to the specific circumstances of the case, verifying in each case in particular if some general principles of law have been respected; in this context the burden lies on the offender to demonstrate that it does not deserve any sanction, in particular in light of a possible violation of general principles of law. “Repeated offenders” however shall be treated with severity and be systematically sanctioned according to Article 17 par. 3 or 17 par. 4 RSTP; this does however not imply that players or clubs that are not to be considered as “repeated offenders” shall automatically be exempted of any sanction.

6. Article 17 par. 4 RSTP foresees that inducement by a club to breach a contract is sanctioned with a ban on registration of new players for at least two “transfer windows”; Article 17 par. 4 RSTP further stipulates that it shall be presumed, unless established to the contrary, that any club signing a professional who has terminated his contract without just cause has induced that professional to commit a breach. In other words, Article 17 par. 4 RSTP establishes a rebuttable presumption: the new club is subject to sanction if it does not prove that it has not induced the breach.

7. A club is a sporting entity identifiable by itself that, as a general rule, transcends the legal entities which operate it. Thus, the obligations acquired by any of the entities in charge of the club’s administration in relation with its activity must be respected. The identity of a club is constituted by elements such as its name, colours, fans, history,

sporting achievements, shield, trophies, stadium, roster of players, historic figures, etc. that allow it to distinguish from all the other clubs. Hence, the prevalence of the continuity and permanence in time of the sporting institution in front of the entity that manages it has been recognised, even when dealing with the change of management companies completely different from themselves.

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Újpest 1885 FC v. FIFA; award of 24 November 2016

I. PARTIES

1. Mr. Darwin Andrade Marmolejo (the “Player”) is a Colombian football player, born on 11

February 1991.

2. Club Deportivo La Equidad Seguros S.A. (“La Equidad”) is a football club with its registered office in Bogotà, Colombia. It is an affiliated member of the Colombian Football Federation (“CFF”), which is itself affiliated with the Fédération Internationale de Football Association

(“FIFA”).

3. Újpest 1885 FC (“Újpest 1885”) is a football club with its registered office in Budapest, Hungary. It is an affiliated member of the Hungarian Football Federation (“HFF”), which is itself affiliated to FIFA.

4. FIFA is the international governing body of football, with its registered office in Zurich,

Switzerland.

II. THE DECISION APPEALED AGAINST

5. The challenged decision was rendered by the FIFA Dispute Resolution Chamber (the “FIFA DRC”) on 18 February 2016 on the claim filed by La Equidad against the Player and Újpest 1885 (the “Appealed Decision”). Having established that the Player terminated the Player’s employment contract with La Equidad without just cause, the FIFA DRC imposed on Újpest – the Player’s new club – a ban from registering any new players, either nationally or

internationally, for the two next entire and consecutive registration periods, according to the provision of Article 17 par. 4 of the FIFA Regulations on the Status and Transfer of Players (“RSTP”), as well as a four-months restriction on the Player on playing in official matches.

III. BACKGROUND FACTS

6. Below is a summary of the main relevant facts and allegations based on the Parties’ written submissions and evidence adduced at the hearing. Additional facts and allegations may be set out, where relevant, in connection with the legal discussion that follows. While the Panel has considered all the facts, allegations, legal arguments and evidence submitted by the Parties in the present proceedings, it refers in its Award only to the submissions and evidence considered necessary to explain its reasoning.

7. On 5 February 2013, the Player concluded an employment contract (the “Employment Contract”) with La Equidad, valid from 1 February 2013 until 31 December 2015.

8. The Employment Contract included, inter alia, the following clause (translation provided by the FIFA DRC in the Appealed Decision): CAS 2016/A/4550 4

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Újpest 1885 FC v. FIFA; award of 24 November 2016 “SECOND (…) PARAGRAPH TWO: The parties mutually agreed that, in accordance with the provisions of Article 64 of the Labour Code, the termination [of the Agreement] without just cause by the employee before the expiration date of the contract end will cause the employee to be liable and to pay to the EMPLOYER all resulting damages, which the parties have in advance valued in the amount of one hundred thousand dollars”.

9. On 17 January 2014, a loan transfer agreement (the “Loan Agreement”) was concluded in order to transfer the Player to the Colombian Club Millonarios FC (“Millonarios”), on a loan basis,

as from 18 January 2014 until 31 December 2014.

10. The Loan Agreement included, inter alia, the following clauses (translation provided by the FIFA DRC in the Appealed Decision): “SECOND: Millonarios will pay to the Club Equidad the following amounts during the year 2014 for the loan: USD 50,000, on 15 February, USD 50,000 on 31 May, USD 50,000, on 31 August and USD 50,000 on 30 November 2014. Millonarios will deduct the amount paid for the loan from the value of the purchase of the Player’s right if this option is executed.

THIRD: the sum of ONE MILLION AND FIVE HUNDRED DOLLARS (USD) is settled as a buy-out clause for the rights of the Player”.

11. In addition, the Player concluded an employment agreement with Millonarios (the “Millonarios Contract”), valid from 18 January 2014 until 31 December 2014.

12. On 28 January 2014, the Player informed La Equidad that he unilaterally terminated the Employment Contract, in application of Clause 2 par. 2 of the latter.

13. On the same day, the Player signed an employment contract with the Belgian First Division

club Sint Truidense VV (“Truidense”).

14. On 5 February 2014, the Player paid an amount of USD 100,000 to La Equidad.

15. On 11 February 2014, Truidense requested the Player’s International Transfer Certificate (ITC) through the FIFA Transfer Matching System (“TMS”).

16. On 18 February 2014, the Single Judge of the FIFA Players’ Status Committee (the “Single Judge”) rejected Truidense’s request, as the latter was made outside of any contract transfer period.

17. On the same day, the Player and the Hungarian Club Újpest FC Kft (“Újpest FC”) signed an

employment contract.

18. On 21 February 2014, the HFF requested the Player’s ITC through the TMS, for its affiliated club, Újpest FC. According to the information on TMS, it was indicated that the Player was “out of contract”.

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19. On 14 March 2014, the Player concluded an employment contract with Újpest 1885.

20. On 25 March 2014, the Player informed Újpest FC that he terminated his employment contract with the club, as the latter was under a judicial liquidation procedure.

21. On 27 March 2014, Újpest FC went under a judicial liquidation procedure.

22. On 28 March 2014, the Single Judge authorized to provisionally register the Player with Újpest FC. However, according to the information contained in the TMS, the status of the transfer remained as “awaiting confirmation of provisional registration”, since 28 March 2014.

23. On 30 June 2014, the HFF requested the ITC for the Player, in order to register him with its affiliated club, Újpest 1885 on the basis of the employment contract signed between the latter and the Player on 14 March 2014.

24. On 2 July 2014, the CFF rejected the relevant ITC request of the HFF through the TMS, stating that the employment contract between its affiliated club, La Equidad, and the Player had not expired.

25. On 15 July 2014, the Single Judge authorized to provisionally register the Player with Újpest 1885, which occurred on 17 July 2014.

26. On 3 March 2015, La Equidad lodged a claim before FIFA against the Player and Újpest FC

for unilateral breach of contract without just cause, by the Player, and inducement to the breach, by Újpest FC.

27. On 18 February 2016, the FIFA DRC rendered the Appealed Decision, which grounds were notified to the Parties on 11 April 2016.

IV. PROCEEDINGS BEFORE THE COURT OF ARBITRATION FOR SPORT (CAS 2016/A/4550)

28. Following the notification of the Appealed Decision, the Player filed a Statement of Appeal before the Court of Arbitration for Sport (the “CAS”), pursuant to Article R47 of the Code of Sports-related Arbitration (the “CAS Code”), on 12 April 2016. Together with its Statement of Appeal, the Player filed an application for the stay of the Appealed Decision.

29. On 15 April 2016, the CAS Court Office informed the Parties, inter alia, that FIFA was granted a deadline until 20 April 2016 to provide its position on the application for a stay filed by the

Player.

30. On 20 April 2016, FIFA consented to the Player’s application for a stay of the Appealed Decision, in particular in view of CAS constant jurisprudence “according to which requests for stay of execution in case of sporting sanctions imposed on players in football-related matters are basically accepted without CAS 2016/A/4550 6

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Újpest 1885 FC v. FIFA; award of 24 November 2016 exception”. FIFA further stated that these considerations did not in any way constitute an adherence or a recognition by FIFA to any arguments exposed by the Player.

31. On 21 April 2016, the President of the CAS Appeals Arbitration Division rendered its decision on the Player’s application, which was granted.

32. On 5 May 2016, the Player requested an extension of the deadline to file his appeal brief “for at

least 15 days”, “considering the complexity of the case and due to some agenda problems” both for the Player and his legal counsel.

33. On 6 May 2016, La Equidad and FIFA were granted a deadline until 10 May 2016 to state whether they agreed with the Player’s request for a 15-day extension to file his appeal brief.

34. On 11 May 2016, the CAS Court Office informed the Parties that the Player’s request for the above-mentioned extension had been granted, as La Equidad and FIFA had not objected within the prescribed deadline.

35. On 12 May 2016, the CAS Court Office informed the Parties that Újpest 1885 had also filed an appeal against the Appealed Decision, and granted them a deadline of 17 May 2016 to state whether they agreed to the consolidation of both proceedings, with reference CAS 2016/A/4550 and CAS 2016/A/4576.

36. On 17 May 2016, the Player and FIFA informed the CAS Court Office in particular that they accepted the consolidation of both pending proceedings.

37. On 31 May 2016, the Belgian football club Royal Standard de Liège (“Standard de Liège”) requested to intervene “as a third party” in both pending procedures with references CAS 2016/A/4550 and CAS 2016/A/4576. The basis for such request was in particular the following: “Mr Andrade Marmolejo is currently employed by the club R. STANDARD DE LIEGE (Belgium). The player was transferred from the club ÚJPEST FC on . (sic!) STANDARD DE LIEGE paid in this context a considerable transfer fee of 1.000.000 € (APPENDIX 1). The club also grant the player with professional contract.

The potential decision of suspending the player for several months would have direct and important consequences for the club of R. STANDARD DE LIEGE on a sportive and financial point of view”.

38. On 27 April 2016, the Player filed his Appeal Brief.

V. PROCEEDINGS BEFORE THE COURT OF ARBITRATION FOR SPORT (CAS 2016/A/4576)

39. Following the notification of the Appealed Decision, Újpest 1885 filed a Statement of Appeal, serving as Appeal Brief, before the CAS, pursuant to Article R47 ff. of the CAS Code, on 29

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Újpest 1885 FC v. FIFA; award of 24 November 2016 April 2016. Together with its Statement of Appeal, Újpest 1885 requested an expedited procedure.

40. On 11 May 2016, FIFA objected to Újpest 1885’s request for an expedited procedure.

Furthermore, FIFA also noted that the Player had also filed a Statement of Appeal against the Appealed Decision and requested to be provided with such document, requesting that the time limit to file its answer be suspended and be re-set as from the date of reception by FIFA of a copy of the Player’s Appeal Brief.

41. On 12 May 2016, the CAS Court Office granted Újpest 1885 a deadline until 17 May 2016 to state whether it agreed that FIFA’s deadline to file its answer be filed after the receipt of the Player’s Statement of Appeal in the case with reference CAS 2016/A/4550. The Parties were also requested to inform the CAS Court Office whether they would agree to consolidate the cases with references CAS 2016/A/4550 and CAS 2016/A/4576.

42. On 17 May 2016, in view of FIFA’s objection to an expedited procedure, Újpest 1885 filed an application for a stay of the execution of the Appealed Decision until the end of the upcoming registration period starting on 9 June 2016 and ending on 31 August 2016. Újpest 1885 further

objected to the extension of the deadline for FIFA to file its answer and to the consolidation of the above-mentioned procedures.

43. On 18 May 2016, the CAS Court Office informed the Parties that FIFA was granted a deadline until 24 May 2016 to provide its position on the request for a stay of the Appealed Decision filed by Újpest 1885.

44. On 24 May 2016, FIFA stated that according to Article R48 par. 1 of the CAS Code, a request for a stay needs to be submitted along with the appellant’s appeal brief, which was not done in the present case by Újpest 1885. FIFA therefore considered that the request for a stay filed by Újpest 1885 on 17 May 2016 was inadmissible.

45. On 25 May 2016, the CAS Court Office informed the Parties that in view of the constant CAS jurisprudence, an application for provisional measures may be filed at any stage of the proceedings and therefore stated that FIFA’s request was considered without object. FIFA was therefore again invited to provide its position on the request for a stay filed by Újpest 1885 until 26 May 2016.

46. On 26 May 2016, FIFA filed its answer to the Újpest 1885’s request for a stay of the Appealed Decision, requesting CAS to reject such request.

47. On 27 May 2016, Újpest 1885 informed the CAS Court Office about alleged new facts which, according to it, had to be taken into consideration regarding the upcoming decision with regard to its request for provisional measures.

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48. On the same day, the CAS Court Office stated that, as previously expressed, the Parties should

refrain from filing further comments with respect to Újpest 1885’s application for a stay. However, considering the new elements brought by the latter, FIFA was granted a deadline until 30 May 2016 to state whether it still objected to Újpest 1885’s application.

49. On 30 May 2016, the CAS Court Office informed the Parties that the deadline for FIFA to file its answer had been suspended.

50. On the same day, FIFA confirmed its objection to Újpest 1885’s application for a stay of the

Appealed Decision.

51. On 31 May 2016, the Belgian football club Royal Standard de Liège (the “Standard de Liège”) requested to intervene “as a third party” in both pending procedures with references CAS 2016/A/4550 and CAS 2016/A/4576.

VI. PROCEEDINGS BEFORE THE COURT OF ARBITRATION FOR SPORT (AFTER

CONSOLIDATION)

52. On 2 June 2016, the Parties were informed that the President of the CAS Appeals Division had decided to consolidate the procedures with references CAS 2016/A/4550 and CAS 2016/A/4576. The Parties were also provided with all the documents related to both procedures, and in particular the following deadlines were set: - 20 days to La Equidad to file its answer to the Player’s Appeal Brief; and - 20 days to FIFA to file its answer in both procedures; - 7 days to the Parties to state whether they agreed on the intervention of Standard de Liège in the procedure.

53. On 8 June 2016, the Player informed the CAS Court Office that he did not have any objection with respect to the intervention of Standard de Liège in the procedure.

54. On 9 June 2016, FIFA informed the CAS Court Office that it did not have any objection with regard to intervention “as a third party” in the concerned proceedings, subject to the fact that it should only be admitted to present arguments on its own and not be admitted to act in the

interest of any other parties to the pending proceedings.

55. On 13 June 2016, the President of the CAS Appeals Arbitration Division rendered its decision on Újpest 1885’s application for a stay of the Appealed Decision. Such application was rejected.

56. On the same day, Újpest 1885 filed a new application for a stay of the Appealed Decision, based on alleged new elements.

57. Still on 13 June 2016, Újpest 1885 objected to Standard de Liège’s request for intervention.

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58. On 17 June 2016, La Equidad requested a 15-day extension to file its answer.

59. On 20 June 2016, the CAS Court Office informed the Parties and Standard de Liège that the latter’s request for intervention had been denied by the President of the CAS Appeals Division, but that such decision was without prejudice to the decision of the Panel on the same matter.

60. On 21 June 2016, FIFA requested a 5-day extension of the deadline to file its answer. Such request was granted on the same day.

61. On 22 June 2016, the Player informed the CAS Court Office that he agreed with the request filed by La Equidad on 17 June 2016.

62. On the same day, the CAS Court Office informed the Parties that the deadline for La Equidad to file its answer had been extended by 15 days.

63. On 23 June 2016, FIFA filed its answer to the new application for a stay filed by Újpest 1885, requesting that such application be rejected.

64. On 28 June 2016, the Parties were informed that Újpest 1885’s new application for a stay had

been denied by the President of the CAS Appeals Division.

65. On the same day, FIFA filed its answer.

66. On 15 July 2016, the Parties were informed that pursuant to Article R54 of the CAS Code, the Panel has been constituted as follows: President: Mr. Fabio Iudica, attorney-at-law in Milan, Italy Arbitrators: Mr. Mark A. Hovell, solicitor in Manchester, United Kingdom Mr. Rui Botica Santos, attorney-at-law in Lisbon, Portugal.

67. On 15 July 2016, the Parties were in particular informed that La Equidad had failed to file its answer within the prescribed deadline, but stated that according to Article R55 of the CAS Code, if the Respondent failed to submit its answer by the stated time limit, the Panel may nevertheless proceed with the arbitration and deliver an award. The Parties were further informed that, in accordance with Article R56 of the CAS Code, unless the Parties agree or the President of the Panel orders otherwise on the basis of exceptional circumstances, the Parties shall not be authorized to supplement or amend their requests or their argument, nor to produce new exhibits, nor to specify further evidence on which they intend to rely, after the submissions of the Appeal Brief and of the answer.

68. On 27 July 2016, Újpest 1885 filed unsolicited written submissions, including several exhibits, as a reply to FIFA’s answer.

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69. On 29 July 2016, Újpest 1885 filed a new application for a stay of the execution of the Appealed

Decision.

70. On 3 August 2016, FIFA requested that Újpest 1885’s written submissions dated 27 July 2016

be declared inadmissible, on the basis of Article R56 of the CAS Code.

71. On 8 August 2016, FIFA filed its answer to Újpest 1885’s new application for a stay, requesting that the latter be rejected.

72. On the same day, the Parties were informed that the hearing in the case at hand would be held on 15 September 2016 at the CAS Headquarters in Lausanne.

73. On 9 August 2016, the Parties were notified with the operative part of the Order on Provisional Measures issued by the Panel, rejecting Újpest 1885’s request for a stay of the Appealed

Decision.

74. All the parties signed and returned the Order of Procedure for the above-referenced matters.

VII. THE HEARING

75. A hearing was held on 15 September 2016 at CAS Headquarters in Lausanne, Switzerland. At the outset of the hearing, the Parties confirmed that they had no objection to the constitution and composition of the Panel, nor to the jurisdiction of the CAS. The Panel was present and assisted by Mr. William Sternheimer, Deputy Secretary General and Counsel to the CAS and Mr. Serge Vittoz, attorney-at-law in Lausanne Switzerland, serving as ad hoc Clerk in the present matter.

The following persons attended the hearing: For the Player: the Player was not present but was represented by his legal counsels, Messrs. Juan de Dios Crespo, Enric Ripoll Gonzalez and Arjun Savant For Újpest 1885: Mr. Roderick Duchâtelet, president, owner and managing director, Ms Eszter Gyarmati Visontai, managing director, assisted by their legal counsel, Mr. Csongor Visontai For FIFA: Messrs. Andrés Redondo Oshur and Antoine Bonnet, members of the Players’ Statute and Governance Department.

76. La Equidad was neither present, nor represented at the hearing.

77. In the course of the hearing, the Panel heard the Player, via telephone conference, and Mr.

Roderick Duchâtelet, as Újpest 1885’s representative.

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78. The Parties were given the opportunity to present their cases, to make their submissions, and arguments and to answer questions posed by the Panel. After the Parties’ final closing submissions, the hearing was closed and the Panel reserved its detailed decision to this written

Award.

79. Upon closing the hearing, the Parties expressly stated that they had no objections in relation to their right to be heard and that they had been treated equally in these arbitration proceedings.

VIII. THE PARTIES’ SUBMISSIONS

80. The following outline is a summary of the main positions of the Parties in this procedure which the Panel consider relevant to decide the present dispute and does not comprise each and every contention put forward by the Parties. However, the Parties’ written and oral submissions, documentary evidence and the content of the Appealed Decision were all taken into consideration.

A. Mr. Darwin Zamir Andrade Marmolejo

81. The Player’s submissions, in essence, may be summarized as follows:

a. In accordance with the most consistent jurisprudence of FIFA and CAS, buy-out clauses and their execution are valid. b. According to CAS jurisprudence: “Article 17 para. 1 of the FIFA Regulations sets the principles and the method of calculation of the compensation due by a party because of a breach or a unilateral termination of contract” […]. “First, the provision states the principle of the primacy of the contractual obligations concluded by a player and a club: “… unless otherwise provided for in the contract …”. The same principle is reiterated in art. 17 para. 2 of the FIFA Regulations” (CAS 2008/A/ 1519 & 1520).

“According to CAS jurisprudence, a buy-out clause included in an employment agreement of a professional football player is a clause “that determines in advance the amount to be paid by a party in order to terminate prematurely the employment relationship” (CAS 2013/A/3417). c. According to CAS jurisprudence, the requirements for a buy-out clause to be valid are the following:  There is an agreement between a club and a player;  A concrete amount shall be established that allows the player to terminate the employment contract; and  Such right may be enforced even when there is no just cause.

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Újpest 1885 FC v. FIFA; award of 24 November 2016 d. Clause 2 par. 2 of the Employment Contract is a buy-out clause “as it can easily be noticed, the PARTIES, agreed to establish an AMOUNT to be paid BY THE PLAYER in case of TERMINATION, therefore, far from what FIFA has considered in its decision, clause 2 of the contract is exactly what FIFA considers a buy-out clause”, in accordance in particular with CAS jurisprudence. e. The Player legally terminated the Employment Contract by his letter dated 28 January 2014 and paid the agreed amount of USD 100,000 on 5 February 2014. By doing so, the Player merely executed his legal (Article 64 Colombian Civil Code, (“CCC”)) and contractual (Clause 2 par. 2 of the Employment Contract) right. f. FIFA DRC was wrong in the Appealed Decision to consider that Clause 2 of the Employment Contract is not a buy-out clause but a compensation for liquidated damages in case of breach of contract. g. The Commentary of the RSTP states the following on the interpretation of Article 17

RSTP:

“The parti