Association Sporting Club Bastiais, SCIC Sporting Club Bastia v. Fédération Internationale de Football Association (FIFA), FSV Mainz 05

V. JURISDICTION OF THE CAS

145. Article R47 of the CAS Code stipulates:

“An appeal against the decision of a federation, association or sports-related body may be filed with CAS if the statutes or regulations of the said body so provide or if the parties have concluded a specific arbitration agreement and if the Appellant has exhausted the legal remedies available to it prior to the appeal, in accordance with the statutes or regulations of that body”.

146. In addition, Article 57 (1) of the FIFA Statutes states:

“FIFA recognizes the independent Court of Arbitration for Sport (CAS) with headquarters in Lausanne (Switzerland) to resolve disputes between FIFA, Members, Confederations, Leagues, Clubs, Players, Officials and licensed match agents and Players’ agents”.

147. Furthermore, Article 58 (1) of the FIFA Statutes establishes:

“Appeals against final decisions passed by FIFA’s legal bodies and against decisions passed by confederations, member associations or leagues shall be lodged with CAS within 21 days of receipt of the decision in question”.

148. The jurisdiction of the CAS, which is not disputed by the Parties, derives from Article R47 of the CAS Code and Article 58 (1) of the FIFA Statutes in connection with Article 24 (2) Regulations on the Status and Transfer of Players (the “RSTP”). Furthermore, the jurisdiction of the CAS is further confirmed by the Order of Procedure duly signed by all Parties.

149. It follows that CAS has jurisdiction to hear this matter.

150. According to Article R57 of the CAS Code, the Panel has full power to review the facts and the law of the case and can decide the dispute de novo. The Panel may issue a new decision which replaces the decision challenged, may annul the decision, or refer the case back to the previous instance.

VI. ADMISSIBILITY

151. Article R49 of the CAS Code provides as follows:

“In the absence of a time limit set in the statutes or regulations of the federation, association or sports-related body concerned, or of a previous agreement, the time limit for appeal shall be twenty-one days from the receipt of the decision appealed against. After having consulted the parties, the Division President may refuse to entertain an appeal if it is manifestly late”.

152. Article 58 (1) of the FIFA Statutes reads as follows:

“Appeals against final decisions passed by FIFA’s legal bodies and against decisions passed by confederations, member associations or leagues shall be lodged with CAS within 21 days of receipt of the decision in question”.

153. The Panel notes that the admissibility of the Appeal is not contested by the Parties. The grounds of the FIFA Decision were notified to the Appellants on 3 June 2021 and their joint Statement of Appeal was filed on 22 June 2021, i.e. within the 21-day deadline fixed under Article 58 of the FIFA Statutes.

154. The joint Appeal Brief was filed on 15 September 2021, in compliance with Article R51 of the CAS Code due to the time extension granted to the Appellants by the CAS Court Office.

155. It follows that this appeal is admissible.

VII. APPLICABLE LAW

156. Article R58 of the CAS Code provides the following:

“The Panel shall decide the dispute according to the applicable regulations and, subsidiarily, to the rules of law chosen by the parties or, in absence of such choice, according to the law of the country in which the federation, association or sports-related body which has issued the challenged decision is domiciled or according to the rules of law that the Panel deems appropriate. In the latter case, the Panel shall give reasons for its decision”.

157. Article 57 (2) of the FIFA Statutes sets forth as follows:

“The provisions of the CAS Code of Sports-related Arbitration shall apply to the proceedings. CAS shall primarily apply the various regulations of FIFA and, additionally, Swiss law”.

158. The Panel notes that the Parties agree on the application of the FIFA regulations but have a different view in relation to the applicable version of the FDC. The Appellants submit that the applicable version is the FDC 2017 because it was the one in force at the date of the SASP's liquidation. For their part, the Respondents argue that it should be the version in effect at the date of the FIFA disciplinary proceedings (FDC 2019).

159. Consequently, the Panel will apply primarily the rules and regulations of FIFA, particularly the FDC and the FIFA Regulations on the Status and Transfer of Players (the “RSTP”), and Swiss law on a subsidiary basis. The issue concerning the applicable edition of the FDC will be addressed below.

160. The Appellants argue that the FDC 2017 applies to the present case and that the FDC 2019 cannot be applicable to the present case, as it would be contrary to the principle of the nonretroactivity of the disciplinary/criminal law. In fact, according to Article 4 of the 2019 FDC:

“1. This Code applies to all disciplinary offenses committed following the date on which it comes into force.

2. This Code also applies to all disciplinary offenses committed prior to the date on which it comes into force, subject to any milder sanction that would apply under previous rules”.

161. The Appellants’ argument is based on the fact that the FDC 2019 introduced the provision of Article 15 (4), which states the following:

“The sporting successor of a non-compliant party shall also be considered a non-compliant party and thus subject to the obligations under this provision. Criteria to assess whether an entity is to be considered as the sporting successor of another entity are, among others, its headquarters, name, legal form, team colours, players, shareholders or stakeholders or ownership and the category of competition concerned”.

162. The Appellants believe that the introduction of the above provision constitutes a new incrimination that was created after the disciplinary offense was committed and, under the in mitius retroactivity principle, the FDC 2017 should apply to the case at hand. Since FDC 2017 does not contain any provision on “sporting successor”, the Association, SCIC and SASP should be considered separate legal entities, and no liabilities between them apply.

163. The First Respondent, on the other hand, argues that Article 15 (4) of the FDC 2019 “is nothing else than the codification of pre-existing CAS jurisprudence (most of which has even been quoted by the Appellant itself) that had been previously applied also when only Article 64 FDC existed. Hence the Appellant contradicts itself when it comes to this point”.

164. Taking into consideration the Parties’ position on the matter, the Panel is of the opinion that Article 4 of the FDC 2019 solves adequately this issue. It cannot be said that the offense in question was only committed at a certain specific isolated time. On the contrary, the offense at issue here is a continuous action – liability for the debts of a third party – that continues over time. For this reason, it is the Panel’s view that the version applicable must be that of the date of the assessment of the disciplinary offense and not the version existing at the date when the Appellants' liability is considered to begin.

165. More importantly, the Panel does not see how the retroactivity in mitius can apply to the present case, since cases of sporting succession, were also regularly decided before the introduction of the FDC 2019 and its Article 15. This much is confirmed by the award of the CAS 2020/A/7092 (para. 64): “(…) Article 15(4) FDC 2019 is a codification of the jurisprudence of the FIFA

DC and CAS prior to the implementation of this provision. It is therefore not material whether the FDC 2017 or FDC 2019 is applied to the matter at hand”. This is also confirmed by the CAS jurisprudence which the Appellant himself cites in its Appeal Brief (CAS 2017/A/1355; CAS 2011/A/2646; CAS 2016/A/4550) and it is interesting to note that the Appellant himself also makes some arguments, namely the incompetence of the FIFA DC to issue the Appealed Decision, which is based in the FDC 2019. Mutatis mutandis what has been said for the sporting succession also applies to sports continuity events.

166. In line with the above, the Panel is of the opinion that the FDC 2019 applies to the case at hand in line with its Article 4.

VIII. MERITS

(A) What is this case about?

167. The present Appeal has been filed against the Appealed Decision by which the FIFA DC found the Appellants guilty of failing to comply with the decision passed by the FIFA PSC on 3 October 2017, based on the fact that the Appellants and the SASP were considered to be the same sporting club.

168. The Appellants only requested the revocation of the Appealed Decision without questioning the proportionality of the imposed sanctions (see para. 30). For this reason, this issue is undisputed and shall not be addressed by the CAS.

169. The Appellants have raised some preliminary issues which the Panel must address prior to the merits of the dispute, namely (i) the violation of the right to be heard during the CAS proceedings; (ii) the applicable edition of the FDC; and (iii) the incompetence of the FIFA DC to decide the dispute, based on the arguments that the FIFA DC was not competent to decide the matter in dispute and that the FIFA PSC should have closed the proceedings against the SASP.

170. After reaching its conclusions regarding said preliminary issues, the Panel will turn its attention in the merits to the main questions at hand: (i) can the Appellants be considered the same club as “SC Bastia” which was ordered to pay an amount to the Second Respondent by the PSC Decision? and, if so (ii) what are the legal consequences?

(B) Was the right to be heard of the Appellants violated?

171. The Appellants have argued that their right to be heard had been violated in the face of the Panel’s decision not to allow the second round of written submissions which would be targeted at answering the concerns regarding the argument of the sporting continuity brought forth by the First Respondent (para. 52 above).

172. The Panel would like to emphasize that the CAS Code does not contain any provision by virtue of which the Panel would be forced to allow a second round of written submissions. Despite

this, the Panel is always obliged to respect the parties’ right to be heard and – when justifiable – can make adjustments to the procedure in accordance with Article R56 of the Code.

173. The Panel reaffirms its position communicated to the Parties on 16 November 2021 (see para. 45 above) and reinforces its position by clarifying the following:

(a) The justification presented by the Appellants does not fall under the concept of “exceptional circumstances”2. The admission of a second round of submissions should be decided in situations of evident exceptional circumstances – which was not the case – in order to avoid delays in the procedure.

(b) Despite the position of the Respondents that it was unnecessary to hold a hearing, the Panel decided, in line with the position of the Appellants, that a hearing should be held to further discuss the position and argument of the Parties in relation to the case in dispute. In this circumstance, the Parties could orally address, debate, and rebut the arguments presented by their counterparts. This is the rationale of the hearing.

(c) The decision to refuse the second round of submissions did not preclude the Appellants from submitting – provided the requirements for their admissibility were met – any documents they deemed necessary to rebut FIFA's alleged new arguments. The Panel notes that the Appellants have not requested the production or the admissibility of any new evidence in this regard and that their sole purpose was to discuss the Respondents' arguments regarding the existence of sporting continuity.

174. In addition to the above, the Panel highlights that para. 41 of the Appealed Decision already addressed the alleged new argument presented by FIFA in relation to the “sports continuity”:

“In light of the above, and bearing in mind that i) the legal entity SCIC acquired the SC Bastia’s brand and ii) shares with the SC Bastia the entirety of the elements identifying a sporting entity, namely the name, the emblem, colours and history, the Single Judge has no other alternative but to conclude that the legal entity SCIC, is to be regarded as the same sporting entity as “SC Bastia”” (Emphasis added by the Panel).

175. The above-referenced paragraph of the Appealed Decision clearly demonstrates that the argument of the “sports continuity”, i.e. that the Association and the SCIC are to be regarded as the same sporting entities as “SC Bastia”, could not come as a surprise to the Appellants.

2 In accordance with MAVROMATI/REEB (“The Code of the Court of Arbitration for Sport, Commentary, Cases and Materials”,

Wolters Kluwer, 2015, p. 498-499): “(…) The Panel will normally accept the late filing of the submissions if they are related to arguments already presented by the party in the proceedings before the previous instance, if it deems that said submission are necessary in order to establish the facts of the case. It is further possible to accept the late submissions if the new documents merely confirm statements already made in the appeal brief, and such late submissions could thus not harm the respondent. (…) The Parties’ right to be heard is not violated if the arbitral tribunal denies a piece of evidence that was not submitted in a timely manner. (…) Therefore, the Panel’s decision to reject untimely filed evidence if it considers that there are no “exceptional circumstances” cannot be reviewed by the SFT on the basis of the parties’ right to be heard” – the same logic applies, mutatis mutandis, to a decision of the Panel of not allowing a second round of submissions due to it considering that no “exceptional circumstances” were present in casu.

Therefore, the Appellants had the opportunity to address in their Appeal Brief their position in relation to the FIFA’s argument that the Appellants’ liability was based on “sports continuity”.

176. In any case, the Appellants had the opportunity to present their arguments and views before the Panel. It should also be noted that at the end of the hearing the Appellants confirmed their satisfaction with the way the hearing was conducted and that their right to be heard was respected.

177. For all of the above reasons, the Panel finds that there is no basis for the Appellants’ complaint that their right to be heard was violated.

(C) Was the FIFA DC competent to issue the Appealed Decision?

178. The Appellants argue that the FIFA DC was not competent to issue the Appealed Decision, based on two main arguments: (i) the FIFA PSC decision could not have been issued, as no judicial proceedings could have been initiated after the judicial liquidation of the SASP and (ii) a new proceeding before the FIFA PSC should have been initiated by the Creditor prior to the lodging of a claim before the FIFA DC.

(C.1) Should the FIFA PSC have closed the proceedings against SC Bastia and refrain from issuing its decision of 3 October 2017?

179. In regard to this issue, the Panel notes the wording of Article 55 of the FDC 2019:

Article 55. Closure of Proceedings

“Proceedings may be closed when:

a) the parties reach an agreement;

b) a party is under insolvency or bankruptcy proceedings according to the respective procedures provided for by the relevant national law;

c) a club is disaffiliated from an association;

d) the alleged violation has not been proven”.

180. In the Appellants’ views, under paras. b) and c) of Article 55 of the FDC 2019, the FIFA PSC should have closed the proceedings against the SASP, because it was liquidated and disaffiliated from the LFP. On its side, the Respondents argued – in essence – that the FIFA PSC was not obliged to close the proceedings and that the issue of the disaffiliation of the SASP from the LFP is not relevant.

181. As it will be explained below – and contrary to the Appellants’ submission – the Panel shares the view that it is irrelevant in the assessment of this issue that (i) the FIFA PSC Decision was indeed issued after the pronunciation of the SASP’s judicial liquidation; and that (ii) the SASP

was not a member of the LFP when the decision was issued, as it lost that quality after the pronunciation of its judicial liquidation.

182. Moving into the merits of this issue, the Panel starts by emphasizing that Article 55 of the FDC 2019 gives FIFA a certain discretion as to what position it should take in cases described in this provision. Article 55 of the FDC 2019 merely opens a “possibility” and not an “obligation” for procedures to be closed. The Panel’s understanding is based on the wording of Article 55 of the FDC 2019, which states “… proceedings may be closed …”.

183. Moreover, it is important to note that while the proceedings initiated before the FIFA PSC related to the recognition of a debt, the proceedings before the FIFA DC were related to the enforcement of a FIFA PSC decision. To further understand this issue, it is worth underlining some parts of the decision rendered in the case CAS 2012/A/2754:

“75. FIFA’s position does not differentiate between the recognition of the debt and its execution, which are subject to different proceedings; i.e. ordinary proceedings, respectively enforcement proceedings. As a matter of fact, in order to proceed with the enforcement of its monetary claim, the creditor must establish its validity. Two situations can arise:

i) The creditor is already in possession a) of a valid enforceable judgement confirming the contested debt, b) of an enforceable deed against the debtor, c) of a judicial transaction or d) of a written acknowledgement of debt. Under such circumstances, he can initiate or take part in debt enforcement proceedings.

ii) In all the other cases, the creditor must pursue its claim on the merits in ordinary proceedings or, where applicable, before an arbitral tribunal (Judgement of the Swiss Federal Tribunal of 2 November 2010,5A_225/2011, consid. 2.1 and 2.3; SCHMIDT A., in DALLÈVES/FOËX/JEANDIN (eds.), Commentaire romand, Poursuite et faillite Bâle, Genève Munich, 2005, ad art. 79, N. 11 et seq., p. 6 and N. 27, p. 12).

(…)

79. Finally, the fact that a distinction must be made between the recognition of the debt and its execution, is actually consistent with the present FIFA Regulations. The absence of a similar rule as article 107 of FIFA’s Disciplinary Code in FIFA Regulations on the Status and Transfer of Players as well as in the FIFA Rules governing the procedures of the Players’ Status Committee and the Dispute Resolution Chamber, confirms that FIFA’s deciding bodies are competent as long as they are asked to address the issue of the recognition of the claim. It is only when they are seized with a request for the enforcement of the claim, that FIFA’s Disciplinary Code comes into play and that “[disciplinary] proceedings may be closed if (…) a party declares bankruptcy” (see article 107)”.

184. Furthermore, it is also important to highlight the findings of the case CAS 2017/A/5640 (para. 88), a jurisprudence that was brought forth by the Appellants:

“There have been cases before the FIFA DRC where the respondent club has become insolvent during the proceedings there. CAS jurisprudence (see CAS 2011/A/2586, award of 3 October 2012, and CAS 2012/A/2754, award of 8 February 2013) has directed the FIFA DRC to continue with such proceedings despite such insolvency procedures, so that the Player can receive a judgment – is he owed money and if yes, how much. The player can then look to enforce that judgment against the insolvent club, not through FIFA’s Disciplinary Committee, but through the insolvent club’s insolvency practitioners or through the courts” (Emphasis added by the Panel).

185. The same line of thought applies to decisions of the FIFA PSC and, therefore, jurisprudence reveals that the FIFA PSC does not close cases on the basis of the FDC 2019 provisions.

186. With respect to the Appellants’ argument that the SASP’s disaffiliation should have caused the termination of the FIFA PSC proceedings, the Panel clarifies that, as the Appellants correctly state, the Association never lost its affiliation to the FFF. The SASP only lost its affiliation with the LFP, but this fact is not relevant. FIFA’s indirect membership comes not from the membership of a club to its national professional league managing entity, but to its national football association and, in this case, said affiliation has never been lost. In fact, according to Article 27 (1) of the FFF’s General Regulations:

“L'association sportive affiliée à la Fédération qui constitue une société continue d'exister en tant qu'association de la loi de 1901 et elle seule bénéficie des effets de l'affiliation et, le cas échéant, de l'autorisation d'utiliser des joueurs professionnels. Cette association est alors considérée comme association support de la société. L'association sportive et la société qu'elle a constituée définissent leurs relations par une convention approuvée par leurs instances statutaires respectives. L’article R122-8 du Code du Sport précise les stipulations que doit comporter cette convention”.

FREE TRANSLATION BY THE PANEL:

“A sports association affiliated to the Federation which constitutes a society shall continue to exist as an association under the association under the law of 1901 and shall benefit from the effects of the affiliation and, where applicable, the authorisation to use professional players. This association is then considered as the supporting association of the company. The sports association and the company it has formed shall define their relationship by means of an agreement approved by their respective statutory bodies. Article R122-8 of the Code du Sport du Sport specifies the stipulations that must be included in this agreement”.

187. In light of the above, the Panel concludes that the FIFA PSC was not obliged to close the proceedings against the SASP and the Association, since it could not have applied Article 55 of the FDC 2019 (or any other similar provision in force at the time), as the application of such a disciplinary provision is reserved for the FIFA DC.

188. Finally, it is noted that neither the Association nor the SASP’s liquidator have decided to appeal the FIFA PSC Decision. The non-exercise of this right/faculty has made the FIFA PSC Decision final and binding. Therefore, the FIFA DC was not prevented from issuing the Appealed Decision due to any flaws or limitations related to the proceedings before the FIFA PSC.

(C.2) Was the FIFA DC competent to issue the Appealed Decision against the Association and the SCIC?

189. The Appellant argued that the FIFA DC was not competent to issue the Appealed Decision since the FIFA PSC was the competent body under Articles 53 of the FDC 2019 and Article 23 (1) of the RSTP. Consequently, the Creditor should have brought the case before the FIFA PSC instead of requesting the enforcement of the FIFA PSC Decision before the FIFA DC. On its side, FIFA argues that the FIFA DC did not rule on any horizontal disputes and that it is not limited to analyzing whether or not a club is the sports successor of a debtor’s club. Consequently, FIFA DC is not limited to sanctioning a club for failing to comply with a final and binding FIFA decision.

190. The Appellant relies extensively on CAS 2017/A/5460 to put forward this argument that a “new claim” against a different entity should be brought first before the FIFA PSC. This conclusion, however, cannot apply to the present case, since there are a numerous relevant differences with the aforementioned jurisprudence.

191. In the present appeal case, the Creditor essentially brought a claim before the FIFA DC to enforce a decision from the FIFA PSC, but this claim was addressed to the Association and to the SCIC, not against the SASP, with the aim of recognizing those entities as the sporting successors of “SC Bastia”.

192. In contrast to the present case, in the CAS 2017/A/5460, the creditor started by asking the FIFA DC to enforce a decision of the FIFA Dispute Resolution Chamber (the “FIFA DRC”) against the original debtor and, only after that body declined to do so, the creditor then appealed from that “decision” to the CAS, introducing the argument of the sporting succession. The Sole Arbitrator of that case ended up denying jurisdiction since the “decision” presented by the creditor could not be considered a formal FIFA decision, as it consisted of a letter denying the opening of any procedures against the original debtor. In this context, and because FIFA DC had already denied enforcing the FIFA DRC decision, the referred Sole Arbitrator suggested to the creditor that it should claim its rights against the alleged sporting successors before the FIFA DRC.

193. The details of the present case are totally different. Unlike the case referred above, whose appeal to the CAS was initiated by the creditor, the appealing parties are the clubs considered jointly and severally liable for the debt claimed by a creditor. These differences justify the Sole Arbitrator's decision in the case CAS 2017/A/5460 and its non-application to the present appeal.

194. The above findings are in line with the jurisprudence of the CAS, namely CAS 2019/A/6461 (para. 55-56):

“However, the Panel finds no procedural error or irregularity in this respect. Firstly, the Appellant could have taken part in the proceedings in front of the FIFA DRC at the time when the claim lodged by the Creditor club was being adjudicated. Considering that the two clubs co-existed and shared the same contact details, there is no doubt that the Appellant had knowledge of the pending FIFA DRC proceedings against the Debtor club. In

this way, the Appellant could have intervened on its own initiative, or, could have assisted to rebut the Creditor's claim, if this were the case. Secondly, the Appellant was invited to state its opinion during the disciplinary proceedings, and had ample opportunity to present its case in front of the FIFA Disciplinary Committee in order to contest the issue of succession, if this were the case.

Rather, the Appellant referred to CAS jurisprudence CAS 2017/A/5460 to support its submission that the case should be referred to the FIFA DRC. In that case, a player was in dispute with club A. The dispute went through the FIFA DRC and CAS. The player sought to enforce the CAS award through the FIFA Disciplinary Committee, but it, upon learning of club A's insolvency, ended the process. The player appealed that decision to CAS and at the same time introduced club B (the alleged successor of club A) to the proceedings. In that case, the Sole Arbitrator rejected jurisdiction and suggested the matter went to the FIFA DRC to determine if it was club A's sporting successor. However, the case at hand is different, as not only could the Appellant have been involved at an earlier stage, as set out above, here FIFA has already taken a decision on the Appellant being the successor club. In CAS 2017/A/5460, FIFA did not take any such position, hence why the Sole Arbitrator suggested the FIFA DRC should consider that (the Disciplinary Committee had already declined to do so). Ultimately, it does not appear to matter which body at FIFA takes a decision on sporting succession, so long as one does. In the case at hand, the FIFA Disciplinary Committee has taken that decision, and as such the matter does not need to go to the FIFA DRC, as the Appellant argued” (Emphasis added by the Panel).

195. Moreover, it is clear that a club that may possibly be considered as the sporting successor of the original debtor is never a party in the proceedings which recognized said debt, as otherwise there would essentially be no need to prove any sporting succession. As a result, the Appellants’ argument could never justify that a club seeking payment of a debt recognized in a final and binding decision would have to bring said case first before the FIFA PSC.

196. In what concerns the allegation that neither the SCIC nor the Association were a part of the procedures before the FIFA PSC, the Panel once again reminds the Appellants that the PSC Decision was issued against “SC Bastia” and not against the SASP. Therefore, said decision concerned the “club” in itself as the entity which comprised both the Association and the SASP, and became final and binding since it was not appealed by any of those Parties. Therefore, there is no doubt that the FIFA DC had the power to impose sanctions on the Appellants as (i) the Association is affiliated with the FFF and, by virtue of this link is an indirect member of FIFA; and (ii) the SCIC is the current entity affiliated to the LFP and, via the Association, also an indirect member of FIFA.

197. Furthermore, it is important to note that the dispute which occurred before the FIFA DC is strictly vertical. As FIFA correctly pointed out, the FIFA DC was merely assessing three issues:

(a) Are the SCIC and the Association the sporting successors or the same club as the “SC Bastia”, which was ordered to pay a debt to Mainz in the PSC Decision?

(b) If so, was the PSC Decision complied with?

and

(c) If not, what is the correct sanction to hand out to the Association and SCIC?

198. As explained in CAS 2016/A/4837 and CAS 2017/A/5359, disputes before the FIFA bodies can be qualified as (i) “horizontal” disputes – where FIFA intervenes as an adjudicatory body in a dispute involving two or more direct or indirect members of FIFA and FIFA’s prerogatives or disciplinary powers are not in question; and (ii) “vertical” disputes – where FIFA is involved in the application of disciplinary sanctions.

199. In the Appealed Decision it is clear that FIFA acted merely in a vertical dispute since it was concerned only with determining if the Appellants were or not liable for the SASP’s sporting debts and, if that was the case, what would be the correct sanction for the non-compliance of the FIFA PSC Decision.

200. The Panel concludes, as such, that the FIFA DC was indeed competent to issue the Appealed Decision against the Association and the SCIC, since (i) the PSC Decision was issued against “SC Bastia”, not making reference to any specific legal entity, (ii) the dispute at stake was a merely vertical dispute and (iii) the wording of Article 53 FDC 2019 establishes the competence of the FIFA DC on the matter: “[t]he Disciplinary Committee is competent to sanction any breach of FIFA regulations which does not come under the jurisdiction of another body”, as no other body has the competence to decide on the matter of failure to respect decisions (Article 15 FDC 2019).

(D) Are the Appellants the sporting successors or the same club as the “SC Bastia”, which was ordered to pay the Creditor's debt in the PSC Decision?

201. Having concluded its examination of the preliminary issues raised by the Parties, the Panel must now focus its attention on the analysis of the substance of the appeal, namely on whether or not the Appellants can be considered as the sporting successors of the club “SC Bastia” which was, via the PSC Decision, ordered to pay a sum to the Creditor.

202. It is important, before moving on to the concrete analysis of this issue, to clarify that the case under analysis has its own very specific contours that distinguish it from the vast majority of cases already decided by the CAS and FIFA's decision-making bodies.

203. In fact, the FIFA DC defended the validity of its thesis that, in casu, there was no sporting succession, but rather there was a phenomenon of pure and simple continuity of the sporting activity of the club “SC Bastia”. In other words, in the view of the FIFA DC, this club never became extinct or stopped its activity and, therefore, a new entity cannot succeed it. In fact, although the Single Judge of the FIFA Disciplinary Committee (the “Single Judge”) begins its reasoning with a brief introduction to the issue of sporting succession, a different path is almost immediately chosen, as it can be understood by reading paras. 31-36 of the Appealed Decision.

204. The Panel is therefore obliged to analyze the reasoning that was used by FIFA DC in the Appealed Decision in order to be able to decide on the merits of that decision, seeking to determine whether, in the particular case, it makes sense to speak of sporting continuity or

sporting succession or whether, as alleged by the Appellants on appeal, neither of these grounds should be upheld because we are dealing with separate entities.

(D.1) What distinguishes a case of “sporting succession” from “sporting continuity”?

205. The first question to be answered has to do with the distinction to be made between sporting succession and sporting continuity, two concepts that, despite many similarities, are inevitably marked by fundamental differences.

206. It is first of all necessary to restate the definition of “club” that has been upheld in the CAS

“Indeed, as rightfully pointed out by FIFA, CAS jurisprudence considers that “a sporting entity identifiable by itself that, as a general rule, transcends the legal entities which operate it” (CAS 2013/A/3425 at para. 139). The full reasoning of the Sole Arbitrator in the particular CAS case is the following:

“The Sole Arbitrator highlights that the decisions that had dealt with the question of the succession of a sporting club in front of the CAS (CAS 2007/A/1355; TAS 2011/A/2614; TAS 2011/A/2646; TAS 2012/A/2778) and in front of FIFA's decision-making bodies (…), have established that, on the one side, 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 its administration in relation with its activity must be respected; and on the other side, that the identity of a club is constituted by elements such as its name, colors, 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 recognized, even when dealing with the change of management companies completely different from themselves” (original text in Spanish).

207. It can thus be said that the concept of “club” goes far beyond the corporate entities that manage it, the existence of which results from the constant professionalization of clubs and inherent creation of legal obligations of incorporation of commercial companies that aim to provide these entities, in general, with a more robust management structure. This is a reality in several countries, but especially in countries that have a continental legal tradition (Civil Law).

208. In the view of the Panel, and following the jurisprudence of the CAS, a case is of sporting succession when a new entity, taking advantage of various elements of a club (symbol, colors, history, supporters/fans, members, history, athletes, shareholders, among others ...), seeks to continue the activity of said club which, for various reasons, has ceased its commercial activity. At this point, it is interesting to look at the writings of Jordi López Batet (“La sucesión deportiva de clubes de fútbol: consideraciones a la vista de la jurisprudencia del TAS en la matéria”, in CAS Bulletin 2/2020, p. 30-31):

“Así, hemos venido asistiendo a lo largo de los años a la aparición y/o proliferación de fenómenos tales como la conversión de los clubes de fútbol (tradicionalmente de estructura asociativa) en corporaciones o sociedades mercantiles, los negocios sobre las acciones o el patrimonio de dichos clubes (ventas, fusiones, cesiones de activos,

etc.) incluso la conducción de procedimientos concursales de clubes de fútbol que han concluido en ocasiones con su liquidación y consiguiente desaparición, si bien como veremos, a veces la real y efectiva “desaparición del club” como tal puede resultar, por lo menos, discutible.

Tales avatares societarios o desplazamientos patrimoniales han dado lugar a escenarios en que una entidad futbolística pueda ser considerada continuadora o sucesora de otra que por uno ou otro motivo, ve extinguida su personalidad jurídica o se desprende de su actividad. Ello ha planteado en la práctica múltiples controversias acerca de la existencia o no de tal continuidad o sucesión deportiva y en especial acerca de los efectos o consecuencias de la misma, tanto desde el punto de vista material (mayoritariamente en lo que concierne a la asunción o no de deudas y responsabilidades de la entidad extinta por parte de la entidad supuestamente continuadora) como desde la perspectiva de la traba o constitución de la litis”.

FREE TRANSLATION BY THE PANEL:

“Thus, over the years, we have witnessed the appearance and/or proliferation of phenomena such as the conversion of football clubs (traditionally with an associative structure) into corporations or trading companies, the transactions involving the shares or assets of these clubs (sales, mergers, transfers of assets, etc.) and even the course of bankruptcy proceedings of football clubs which have sometimes led to their liquidation and consequent disappearance, although, as we shall see, sometimes the real and effective "disappearance of the club" as such can be, at least, debatable.

Such corporate or patrimonial displacements have given rise to scenarios in which a football entity can be considered the continuator or successor of another one which, for one reason or another, sees its legal personality extinguished or detached from its activity. This has given rise in practice to many controversies about the existence or not of such continuity or sporting succession and especially about the effects or consequences of the same, both from a material point of view (mainly with regard to the assumption or not of debts and liabilities of the extinct entity by the supposedly continuing entity) and from the perspective of the establishment or constitution of the litigation”.

209. In this sense, for us to be faced with a case of possible sporting succession, prior to the analysis of the elements that may characterize the entities in question, it is necessary to begin by understanding whether the club itself, or the entity targeted by the decision/contract that serves as the basis for the claim, ceased to exist or was detached from its activity at some point in time. If the answer to this question is affirmative, the new entity may only assume the responsibilities or liabilities of the previous one when it is declared as its sporting successor; on the contrary, if the targeted entity never ceased to exist or maintained its activity without any interruption, then a situation of plain and simple sporting continuity and not sporting succession may be in question.

210. Sporting continuity, on the other hand, is identified with a situation in which a club, despite the disappearance of any corporate entities associated with it, remains in business, even taking over the sporting rights of the entity that ceased to exist, without any interruption in its membership of the respective national federation, through at least one entity that subsists.

211. It is this fundamental distinction that, in this case, makes all the difference. However, it is not sufficient per se to be able to state with certainty that continuity exists whenever a club remains active, even if it loses its professional management structure, whether corporate or not, and later reestablishes another one.

212. In cases where in the reality and concept of a club there fit together an association/supporting entity and a commercial sport company/corporate entity, both of which take advantage of common elements, it is still possible that the entities manage to create a meaningful and separation between each other which suits the distinct legal personalities of both. However, for this to happen, they will have to consistently act independently and according to their own interests, giving third parties the idea that they are distinct from each other and that they do not assume each other's responsibilities.

(D.2) Is the present case one of sporting succession or sporting continuity?

213. The Panel, focusing its attention on the case at hand, notes that the FIFA DC considered, as its main argument, that this was a situation of sporting continuity and not sporting succession.

214. The Panel notes that, in fact, the Association never ceased to exist, having at all times maintained its affiliation with the FFF, notwithstanding all the circumstances that led to the liquidation of the SASP, the corporate entity that was in charge of its professional team until 2017.

215. When the SASP collapsed, the Association regained the sporting participation rights it had assigned to that entity when it was set up, but the Parties failed to demonstrate that said rights were indeed used. In fact, and as the Appellants admit, the Association started to manage a first team identified as “SC Bastia”, the composition of which bears some similarities to the composition of the reserve team of that same club. This team then carried the prestige of being the first team of “SC Bastia”, as is also evident from the fact that there is no record of the existence of a new reserve team until the 2021/2022 season from the description of the seasons of the club's first team available on its official website3.

216. It should be added that the Loan Agreement, which is at the origin of the dispute between “SC Bastia” and the Second Respondent and gave rise to the issue of the FIFA PSC Decision, does not precise, in any of its points, the contractual legal entity associated to the club “SC Bastia”. On the contrary, only the name “SC Bastia” is identified as a party, which refers neither to the SASP, nor to the Association specifically, but to the club in general, which can be identified by appeal to the concept of “club” already mentioned above (see para. 206).

217. The Panel considers that, also for this reason, the proceedings before the FIFA PSC, which culminated in the issuance of the FIFA PSC Decision, were brought against the entity “SC Bastia” and not against the Association or the SASP specifically. This decision was thus

3 See https://www.sc-bastia.corsica/classement/2017-2018/equipe-premiere?sort=point&tc=complet (last visited on 03/06/2022).

addressed to the Party in default of the aforementioned contract, i.e. the club “SC Bastia”, which included the Association and the SASP tasked with managing the professional team at the time.

218. Also for this reason it is clear that the Appealed Decision is directed against the club “SC Bastia”, failing to directly refer to the SASP or to the Association - in fact, since it is directed at the “club”, both entities are in principle covered by it, and certainly also for this reason, they decided to appeal together.

219. Another relevant point is that the federative link was never lost, that the club “SC Bastia” was never extinguished, but only that it was forced to “restart” to “climb” up the competitive levels of the French football leagues system. In fact, from the external point of view, what happened was simply an administrative relegation of the first team of “SC Bastia”, which gave rise to a plan of “reconstruction” of “SC Bastia” - indeed, this is precisely how this moment of the club’s history is qualified and characterized, as it can be inferred from its website4.

220. It is true that there is now a “new entity” in charge of managing the professional team of the “SC Bastia” club, the SCIC, but the mere fact that the Association has once again set up a corporate structure with a view to competing at professional level is not sufficient to claim that there is a “successor” to the club. One could indeed theorize that the SCIC could be the sporting successor of the SASP, but this would be irrelevant to the present case, since the Loan Agreement, the FIFA PSC Decision and the Appealed Decision are all addressed to the club “SC Bastia” and not to the SASP.

221. Thus, the conclusions drawn here can be summarized in the following scheme, for clubs that have a “dual” structure incorporated by more than one entity:

Commercial Company Both entities / club cease to exist New Commercial Company is born

Possible Sporting Sucession

Supporting Association New Supporting Association is born

Commercial Company Commercial company ceases to exist New Commercial Company is born

Possible Sporting Continuity

Supporting Association

4 See https://www.sc-bastia.corsica/club/histoire (last visited on 03/06/2022).

222. Considering the above, the Panel will now turn to the most relevant question analyzed by the FIFA DC - are the Association and the SCIC the same club called “SC Bastia” and referred to in the Loan Agreement and PSC Decision or not?

(D.3) Is there a situation of sporting continuity between the club “SC Bastia” and the Appellants or not?

223. The analysis on the existence or not of sporting continuity should fall on two matters relevant to determine whether the entities that now manage the club “SC Bastia” should be held liable on account of the Loan Agreement and the PSC Decision that was pronounced against the club:

a) The club’s characteristic elements and their use by the entities concerned;

b) The attitudes and behaviors of these entities and the effects these have on third parties which have a relation, business or other, with them.

224. First of all, one of these entities, the Association, founded on August 6 1987, is the same one that has always existed throughout the years and even claims to exist as a club from a much earlier date (according to the history on the club's website, it originated in 1905).

225. The Association has never broken with its past, having kept all the elements that have always characterized the club “SC Bastia”, such as the colors, the emblem, the members, the fans, and especially the history, which it has always claimed and has never stopped invoking as its own. The Association has never been extinguished and has constantly remained affiliated to the FFF, so there is no doubt that it fits fully into the concept and universality that is the club “SC Bastia”. This much is not disputed by any of the Parties.

226. Thus, and at the outset, the Panel has no doubt that the FIFA PSC Decision was also directed against this entity, as it is clear from the facts that it embodies in itself and identifies clearly with the club “SC Bastia”.

227. Furthermore, the commercial entity that previously managed the professional teams of the club “SC Bastia” has ceased to exist, as the SASP has been liquidated and extinguished. In its place came a new commercial entity, constituted by the Association, in the form of Société Coopérative d’Intérêt Collectif, the SCIC.

228. The main question then is whether or not SCIC is also integrated into what is to be understood as the “SC Bastia” club, or whether, on the contrary, it can legitimately be considered an independent entity to which the responsibilities of that club cannot be imputed. It is now much more a question of deciding if the decision of the FIFA PSC can or not also affect the SCIC, which did not exist at the time.

229. In order to answer this question, the Panel must first analyze the elements that characterize SCIC, as well as its behaviors and attitudes, and the effects they have on third parties. The logic

that the Panel will follow is, mutatis mutandis, similar to that which characterizes the cases of sports succession, however, what is sought here is not to assess the possibility of SCIC being the successor of the SASP, but rather to determine whether or not it can legitimately be considered as an integral part of the concept of club that underlies “SC Bastia”, which is the entity affected by the PSC Decision and, now, by the Appealed Decision.

(D.3.1) Analysis of SCIC's characterizing elements in relation to the club “SC Bastia”

230. The Panel will now turn its attentions to the characterizing elements of the SCIC in relation to the club “SC Bastia” to determine if there is any resemblance or similarity which should be valued.

231. Firstly, the Panel notes that the headquarters of “SC Bastia” have been for many years, and remain to be, the “Stade Armand CESARI, 20600 - Furiani, France”. This is also the headquarters of the SCIC and of the Association and is even the identified headquarters of the entity “SC Bastia” in the PSC Decision and Appealed Decision. While the Panel considers perfectly understandable that the SCIC chose to establish its headquarters in the stadium where the team plays, said choice is capable of clearly demonstrating that the SCIC follows a line of action that favors its “confusion” and almost “identification” with the club “SC Bastia”.

232. Secondly, in relation to the name used by the SCIC, the Panel notes that it uses the name “SPORTING CLUB BASTIA”, a name that was already used by the former SASP and that also appears in the PSC Decision and the Appealed Decision. In fact, only the Association uses a slightly different name, referring to “Sporting Club Bastiais”, but this slight difference is irrelevant, since both the Association and the SCIC rely on, and commonly use, the name “SC Bastia”, as is evident from their website, their social networks, their registration in the TMS system and before the FFF5. The use of the name “SC Bastia” is not surprising, since there is a legal obligation to assume the name of the Association under the terms of Article 27 (2) of the FFF General Regulations, however, it shows right away that SCIC does not intend, and has never intended, to differentiate itself from the club “SC Bastia”, from which it assumes the responsibility of managing the professional teams.

233. However, in this instance, and considering the context of sporting continuity, the Panel is of the opinion that this factor is very relevant, since (i) the name of SCIC is the same name as the name of the club “SC Bastia” which was condemned by the PSC Decision and (ii) this entity has the clear intention to remain associated with that same club, assuming its name in its entirety, without any change, thus also benefiting from the same support of the supporters, members and fans who have already marked and continue to mark the ongoing history of the club “SC Bastia”.

234. Thirdly, the SCIC takes the legal form of a Société Coopérative d’Intérêt Collectif, while the SASP was a Société Anonyme Sportive Professionnelle and the Association kept its legal form of a non-profit association, which was never extinguished. The legal form is not, however, a relevant criterion 5 In fact, both entities are even aggregated in the FFF website, as can be seen by analysing the following link: https://www.fff.fr/competition/club/508009-sc-bastia/information.html (visited on 02/06/2022).

as regards the analysis of whether there is sporting continuity or not, because it does not have a decisive influence on the question whether SCIC is an integral part of the club “SC Bastia” or not. Moreover, the identification of the contracting legal entity is not precisely mentioned in the PSC Decision or the Appealed Decision, so it is of little relevance to the issue of sporting continuity - the Panel thus concludes that this is an irrelevant element for the present analysis.

235. In addition to this, the following elements are also indicative of the Association and the SCIC’s intention to continue the club's activity and to remain faithful to all the traces of its identity:

a) The Panel notes that the SASP, Association and SCIC all use the club's colors, which have been, since its founding and to this day, the same, namely blue, white, and black.

b) The SASP, Association and SCIC all identify themselves with an emblem or logo that is officially linked with “SC Bastia” since at least 2012, which reads ‘SC Bastia’, accompanied by the same signs and in blue. There is therefore no doubt that SCIC also uses what is the club's official emblem, under which it is recognized worldwide by all third parties having dealings with it.

c) It is important to note that the shareholders of SCIC are different from the shareholders of the SASP, however, there is a common element that actually constitutes the “umbilical” link of this entity to the club “SC Bastia”, namely the fact that the Association is one of the shareholders.

d) The first team of “SC Bastia” never stopped competing in the French sports system at any time. There is no doubt that the Association always continued to compete, and even achieved great success and managed to return to professional competitions in a very short time.

e) The rankings of all the sports seasons of the “SC Bastia” first team, available in the Association and SCIC website, clearly demonstrate that while in 2016/2017 they were in Ligue 1, the following year already that first team was competing, according to data from the website itself, in the fifth French division.

f) This team did not start its journey in the last division of the French Football League System (which is the 9th division, divided in regional leagues), as would be expected from an absolutely new club, but rather remained in the national leagues, in the 5th division (National 3). This is a highly demonstrative fact that the club “SC Bastia” took advantage of the existence of a second team to maintain and continue the sporting activity it had been having.

g) It was not disputed that the SCIC and Association team always continued to use the Armand Cesari Stadium, which has been the “home” of “SC Bastia” since its inauguration.

h) The assets of the club SC Bastia have never left its sphere, because the Association is itself also an integral part of this concept of club. It simply happened that these assets

were, later on and with the constitution of SCIC, again subject to an agreement between this entity and the Association, which allows their use

i) The SCIC was created in 2019 when the main team of “SC Bastia” was still in the nonprofessional leagues. It would therefore have arisen by the Association’s own choice to once again set up a corporate entity that would allow for a clearer and more professionalized governance of its main team and not strictly as an obligation set forth by French law at the time.

236. On the other hand, the Panel also notes the following relevant factor which fail to demonstrate any meaningful intention of the Appellants of being identified with the club “SC Bastia”:

a) The Panel is not aware, nor has it been proven, that the Appellants have benefited from any credit on behalf of the club “SC Bastia”, such as training compensation and solidarity mechanisms resulting from transfers of players.

b) According to the Appellants, and not contested by the Respondents, only one player from the professional squad of “SC Bastia” remained employed at the club after the demotion to the French 5th division. The transfer to the Association and later to the SCIC of any coach or part of the technical staff was not proven.

237. Finally, and more importantly, the Panel notes that the Appellants take advantage of and use all the elements that characterize the memory and history of the club “SC Bastia”. Indeed, the Appellants draw on the same achievements, same titles, same moments and stories that have marked the existence of “SC Bastia” and all this is visible, right from the start, in the brief historical description contained in their website which tells a continuous story from 1905 to the present day6. This is a very relevant factor in demonstrating a sporting continuity between these entities.

238. The Association essentially took advantage of the rights it had previously ceded to the SASP, such as SC Bastia’s image, its history, its fans, supporters and all that “mystique” of a historic French club. All of these elements started to be exploited in full by the reserve team managed by the Association, which became, in fact, the main team of the club “SC Bastia”, as indeed the Appellants themselves admit in their writings, as well as it is taken from the analysis of the club’s website. In this sense, the team which the SCIC took over is still essentially identified as the “SC Bastia” club and may not be considered as a “new” or “independent” team.

239. Considering all the above reasoning and being certain that in this type of case the conclusions must be analyzed from a case-by-case perspective, the Panel considers that the existence of sporting continuity between the Appellants and the club “SC Bastia” is evidenced, at the level of the characterizing elements.

6 See https://www.sc-bastia.corsica/club/histoire (visited on 02/06/2022).

(D.3.2) Appellants’ actions and behavior towards bona fide third parties

240. In addition to the assessment of the characterizing elements of these entities and their similarity or correspondence with those that mark the identity of the club “SC Bastia”, it is also relevant to assess the actions of the Association and the SCIC, because the “removal” of their legal personality in order to hold them liable for the debt and decisions in question must also take into account their possible intention to “confuse” themselves, in a consistent manner, with the club “SC Bastia”. Basically, the Panel must determine the “appearance” of these entities in the eyes of third parties with whom they relate, as well as the “consistency” of the behaviors which created such “appearance”.

241. Firstly, there is no denying that both the Association, SASP, and now the SCIC, have assumed the common identity associated with the club “SC Bastia”, which includes “(…) its name, colors, fans, history, sporting achievements, shield, trophies, stadium, roster of players, historic figures, etc. that allow it to distinguish from all the other clubs” (see para. 206). This is sufficient to say, also in light of the extensive analysis made in the previous part of this Award (see D.3.1) that there is a notorious intention of the Appellants to be recognized as the “SC Bastia” club, especially with the benefits that such could imply.

242. Said behavior is clearly consistent and coherent with the appearance they want to give to bona fide third parties, as it has been the modus operandi of the Appellants since the liquidation of SASP - firstly of the Association, which managed the club’s “new” main team and, later on, of the SCIC which took over the reins of that same enterprise.

243. In light of this, the Panel has no doubt that all football fans would recognize the Appellants as the club “SC Bastia”. More importantly, the Panel is also satisfied that any other business partner, sponsor or even club would also see the Appellants as the club “SC Bastia”.

244. In the world of sport, football clubs are seen by one another on the basis of their characteristic elements and the history with which they identify with. Therefore, in casu, a diligent third club which entered into business with the Appellants, or even competed against them, would not have any reasons to doubt that this is the same club called “SC Bastia” – this can be easily explained by the use of almost all elements which characterize said club.

245. It can be said then that third parties trust the appearance that the Appellants intentionally try to be identified with. In this regard, the Panel notes that the protection of legitimate expectations is a general principle of law which cannot be considered to be outside the scope of the lex sportiva. Therefore, bona fide third parties should be protected from any legal intricacies which limit their rights in favor of those which try to take advantage of the benefits of a certain appearance but fail to honor the responsibilities that come with it.

246. Thus, the Appellants were not able to demonstrate that their activity was somehow able to distance them from the “SC Bastia” club.

247. To hold otherwise would be unfair on all third parties who negotiated in good faith with the “SC Bastia” club and who would see the club’s obligations disappear despite the existence of

two entities, including a new commercial entity, which have always continued to identify with it and to pursue the same sporting activity. It would basically be “rewarding” the insolvency of the SASP and forgetting that the Association had guaranteed, by itself and later through the SCIC, the continuity of the club “SC Bastia”.

248. In short, the Appellants cannot dispel their appearance of being fully identified with the club “SC Bastia”, which is why these entities have to be considered not as the successors, but as the same “club” that entered into the Loan Agreement with the Second Respondent and which was condemned by the FIFA PSC Decision.

249. During the hearing, the Appellants claimed that it would be contrary to French public policy to consider them jointly and severally liable, pursuant to FIFA rules and without the legal framework provided by their national law, for the debts incurred by a liquidated sports company. Although the Panel was sympathetic to this argument, it is nevertheless an inadmissible argument that should be dismissed.

250. As another CAS panel stated, “le sport est par nature un phénomène transcendant les frontières. Il est non seulement souhaitable, mais indispensable que les règles régissant le sport au niveau international aient un caractère uniforme et largement cohérent dans le monde entier. Pour en assurer un respect au niveau mondial, une telle réglementation ne doit pas être appliquée différemment d'un pays à l'autre, notamment en raison d'interférences entre droit étatique et réglementation sportive. Le principe de l'application universelle des règles de la FIFA – ou de toute autre fédération internationale – répond à des exigences de rationalité, de sécurité et de prévisibilité juridique. Tous les membres de la famille mondiale du football sont ainsi soumis aux mêmes règles, qui sont publiées. L'uniformité qui en résulte tend à assurer l'égalité de traitement entre tous les destinataires de ces normes, quel que soit le pays où ils se trouvent” (CAS 2005/A/983 & 984, para. 24).

FREE TRANSLATION BY THE PANEL:

“sport is by nature a phenomenon that transcends borders. It is not only desirable, but essential that the rules governing sport at the international level be uniform and broadly consistent throughout the world. In order to ensure global compliance, such rules should not be applied differently from country to country, particularly because of interference between state law and sports regulation. The principle of universal application of FIFA rules - or any other international federation's rules - meets the requirements of rationality, security and legal predictability. All members of the global soccer family are subject to the same rules, which are published. The resulting uniformity tends to ensure equal treatment of all recipients of these rules, regardless of the country in which they are located”.

251. FIFA’s rules, like those of other international sports federations, are certainly not supreme rules that CAS could never question. They can, and indeed must, do so on the basis of general principles of law or international public policy, within the meaning of Swiss arbitration law, or even the fundamental rules of European Union law or the provisions of international conventions on fundamental rights. Considering the worldwide scope of such sports rules and the requirements of the principle of equality of competitors before the law, CAS cannot, on the other hand, disregard the rules of international federations, in particular FIFA, on the grounds that they violate, as argued in the present case, a national public policy alien to the lex causae, which by definition varies according to the nationality of the parties in dispute.

(E) Conclusions

252. For all the above reasons, the Appealed Decision should be confirmed in the part in which it considers the Association and SCIC as the entities that ensured the sporting continuity of “SC Bastia” and, consequently, the Appellants shall be considered as the entities responsible for the payment of the obligations assumed by the club “SC Bastia”.

253. The Appellants do not dispute that the debt in question has not been paid but have based their defense solely on their lack of liability. As such, the Panel does not need to consider the issue of default, which is deemed to be established since it is not part of the scope of the appeal.

254. Accordingly, the Panel decides to uphold the Appealed Decision in its entirety.