In modern football’s hyper-accelerated transfer market, negotiations frequently unfold through informal channels. WhatsApp messages, scanned documents, and rapidly exchanged “offers” that blur the line between preliminary discussions and binding commitments. Arbitration CAS 2024/A/10841, Bogdan Ilie Vătăjelu v. Abha FC, confronts this ambiguity head-on. At its core lies a deceptively simple question: when does an employment offer in professional football crystallize into a legally binding contract?

The dispute arose from a one-year USD 500,000 proposal sent by Abha FC to Romanian player Bogdan Ilie Vătăjelu, which the player signed and returned. The club later withdrew, citing unmet conditions and the non-binding character of the document. The FIFA Dispute Resolution Chamber (DRC) rejected the player’s claim, finding no valid contract. On appeal, the Court of Arbitration for Sport (CAS) was asked to determine whether the document constituted a valid offer and, if so, whether it became a binding employment contract upon acceptance.

The award provides a nuanced exposition of essentialia negotii, conditional contracts under Swiss law, and the legal significance of disclaimers in football employment negotiations. This article argues that the case marks an important doctrinal clarification: while an offer containing all essential terms may be valid, its binding force depends on a careful construction of conditions precedent and explicit reservations of withdrawal.

The factual matrix is relatively straightforward but legally intricate. On June 15, 2023, Vătăjelu and his former club, Universitatea Craiova, mutually terminated their employment relationship. The following day, Abha FC’s Sporting Director sent a letter via WhatsApp presenting what it termed a “proposal” for employment. The document specified the term (one year plus an option), remuneration (USD 500,000 annually), additional benefits, and a compensation clause for breach equivalent to two monthly salaries. It bore the signatures of the club’s Professionalism Director and, later, the player.

Crucially, however, the letter included cumulative conditions: provision of proof of free agent status, successful medical examination, and signature of an employment contract. It expressly stated that it was “not a binding employment offer” and that the club reserved the right to withdraw if conditions were unmet.

The player signed and returned the document within the 48-hour window. The club subsequently withdrew, asserting that proof of free agency had not been received through official channels within the deadline. Days later, the player signed with another Romanian club.

Before the FIFA DRC, the player argued that the document satisfied all essential elements of an employment contract and that the club’s withdrawal constituted termination without just cause. The DRC accepted that the document contained essential terms and that the player’s signature was authentic. However, it held that the offer was validly conditioned upon proof of free agent status and that the player had not demonstrated compliance within the stipulated time. The claim was rejected.

On appeal to CAS, the player maintained that his acceptance created a binding contract and that the 48-hour deadline applied only to acceptance, not to fulfilment of conditions. The club reiterated that the document was a non-binding proposal subject to cumulative conditions and that it had expressly reserved the right to withdraw.

The award’s analytical architecture unfolds in two stages: first, whether the “Offer” was valid; second, whether it was binding.

Essentialia negotii and the validity of the offer

Drawing upon Articles 1 and 2 of the Swiss Code of Obligations (SCO), the Sole Arbitrator reaffirmed the established CAS jurisprudence that a contract is concluded when parties mutually express assent on essential points. In employment contracts, these essentialia negotii typically include the identity of parties, duration, remuneration, position, and signatures.

The disputed letter contained each of these elements. In that respect, it satisfied the structural prerequisites of a valid offer. Importantly, the award clarifies that essentialia negotii serve a dual function: they determine not only whether a contract exists, but also whether a communication rises to the level of a legally cognizable offer rather than mere negotiations.

The club’s attempt to discredit the offer on grounds of unauthorized transmission through an intermediary was rejected. The arbitrator accepted that, even in the absence of active authorization, passive or tacit authorization may suffice where the document emanates from the club and bears its signature. This approach aligns with prior CAS jurisprudence emphasizing substance over formalism in evaluating written communications.

Conditionality and binding force

The decisive issue lay elsewhere: the effect of the stated conditions and disclaimer. Article 151(1) SCO permits contracts to be subject to conditions precedent. The presence of such conditions does not nullify validity; it postpones enforceability until fulfilment.

The award undertook a careful textual interpretation of the letter. It observed that the 48-hour deadline referred solely to the player’s indication of acceptance or rejection. It did not explicitly require fulfilment of conditions within that period. On a literal reading, therefore, the player complied with the deadline by returning the signed document.

However, the arbitrator distinguished between acceptance of the proposal and satisfaction of conditions precedent. The provision of proof of free agent status was deemed a legitimate and enforceable condition. Although FIFA RSTP Article 18(3) invalidates clauses making validity subject to a medical examination, no similar prohibition applies to verification of free agency. The arbitrator found insufficient evidence that the player had furnished proof within the relevant timeframe.

Moreover, the explicit disclaimer that the proposal was “not a binding employment offer” and that the club reserved the right to withdraw was given interpretative weight. While disclaimers cannot negate the objective presence of essential terms, they inform the parties’ intent and the nature of the undertaking. The award suggests a purposive reading: the document was designed as a structured proposal to culminate in a formal employment contract upon fulfilment of conditions.

Thus, although the offer was valid, it did not ripen into a binding employment contract because a fundamental condition precedent remained unproven. The club’s withdrawal was therefore legally justified.

The award is doctrinally coherent, yet it invites critical reflection on several fronts.

First, the arbitrator’s distinction between validity and binding force is conceptually sound. Too often, parties conflate the presence of essential terms with immediate enforceability. By reaffirming that conditional offers are permissible under Swiss law, the decision preserves contractual flexibility in football’s volatile market.

Yet one may question whether the disclaimer language should carry determinative weight where the document otherwise resembles a finalized contract. The statement that the proposal “is not a binding employment offer” sits uneasily alongside detailed remuneration, breach compensation, and signatures. From an objective standpoint, the instrument bore the hallmarks of finality. If disclaimers can so easily negate binding intent, clubs may exploit such language to hedge commitments without real consequence.

Second, the award underscores the evidentiary burden borne by players. Under the “comfortable satisfaction” standard, the player failed to demonstrate timely provision of proof of free agency. This evidentiary emphasis reflects a broader CAS trend privileging documentary clarity. In practice, players and agents must ensure that compliance with conditions precedent is demonstrably communicated through verifiable channels.

Third, the case highlights the limits of Article 18(3) RSTP. While medical examination conditions are invalid, other conditions, such as verification of contractual status, remain enforceable. The asymmetry is defensible in regulatory policy terms, but it leaves room for clubs to structure proposals strategically around conditions difficult to satisfy within compressed deadlines.

Finally, the award may be read as an implicit cautionary tale about the digitalization of negotiations. WhatsApp exchanges and electronically signed documents are not inherently deficient, but they demand heightened procedural discipline. The arbitrator’s acceptance of tacit authorization reflects commercial reality, yet it also reinforces the need for clear chains of authority and communication.

This case offers a refined articulation of contract formation principles in football employment disputes. It draws a sharp but principled distinction between a valid offer containing essentialia negotii and a binding employment contract subject to conditions precedent. The award confirms that disclaimers and conditional clauses, when clearly expressed, can forestall immediate contractual obligations, even where the document appears substantively complete.

For practitioners, the message is unmistakable. Precision in drafting, clarity in communicating fulfilment of conditions, and meticulous documentary evidence are indispensable. For scholars, the case illustrates the ongoing tension between formal contractual doctrine and the fluid realities of football negotiations.

In the end, the decision does not erode the protective architecture of the FIFA RSTP, Rather, it situates it within the broader framework of Swiss contract law. Whether future panels will adopt a more restrictive view of disclaimers remains to be seen. For now, the boundary between proposal and promise has been drawn with doctrinal care, but not without leaving room for further contestation.

About the author: Ujwal Trivedi is a Partner of Manilal Kher Ambalal & Co. He is also a Licensed FIFA agent.

Disclaimer: The opinions expressed in this article are those of the authors. The opinions presented do not necessarily reflect the views of Bar & Bench.

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