The Poznań court of appeal will once again have to examine who is entitled to PLN 2.5 million from the 2020 transfer of current Polish national team player Jakub Moder to English Brighton & Hove Albion – according to Wednesday's judgment of the Supreme Court.
The case became famous because Moder's transfer itself was described as “record-breaking”. Part of the amount from this transfer is due to the club where Moder developed his career as a teenage junior, i.e. Warta Poznań. The dispute is between two entities known as Warta Poznań. One is a company – Warta Poznań SA – which runs a football section and, among others, club currently playing in the second league. The second one is the association – KS Warta. They train there, among others: tennis players, swimmers, fencers, field hockey players and kayakers.
In May 2023, the SA ruled that the money was due to Warta Poznań SA, changing the judgment of the first instance. KS Warta then filed a cassation appeal.
Born in 1999, Moder spent the beginning of his football career in KS Warta Poznań. In the years 2011-2014 he was a player of Warta's youth groups, and then – in 2014 – he moved to Lech Poznań. In the then contract with Lech, Warta secured five percent of the amount of the possible future transfer of a talented young footballer who played as a midfielder. In 2020, such a transfer took place – Moder moved to English Brighton & Hove Albion for a record fee. According to unofficial information, it amounted to over EUR 10 million. For this reason, based on the previous agreement, Warta was to receive approximately PLN 2.5 million.
Lech Poznań does not question the necessity of paying this amount – However, a long-term dispute arose when two Warta Poznań teams asked Lech for money. In the last decade, athletes whom fans identify with Warta Poznań do not represent one entity, as the club has undergone a number of structural changes.
More than 10 years ago, the football section was started to be managed by a sponsor from the development industry, and former model Izabela Łukomska-Pyżalska became its president. In July 2015, an agreement was signed for the sponsor to take over the KS Warta football section by a new entity, Warta Poznań SA. About five years later – in January 2020 – the new owners of Warta Poznań SA, based on another agreement, took over the remaining junior football teams from the association.
In connection with Moder's transfer and the need to pay out previously guaranteed funds from this transfer, the interpretation of both contracts, the obligations and the effects they may have entailed are crucial.
– The Supreme Court found the allegations relating to the legal assessment of the 2015 and 2020 contracts to be justified. (…) The will expressed in both of these contracts should be re-interpreted and, within this interpretation, the intentions of the parties should be carefully separated from what was expressed in the declarations in these contracts. Because it is not always the case that the parties will correctly translate their intention into declarations of will, said judge Dariusz Dończyk in the justification for Wednesday's Supreme Court ruling.
Meanwhile, as the Supreme Court judge added, a “simplified legal assessment” was made in this case in the second instance. – As the Supreme Court, we cannot clearly determine, without additional findings, whether the degree of organization of the football section was high enough to meet the criteria of an enterprise – noted Judge Dończyk. This issue is of fundamental importance because both agreements were defined as acts of “sale of an organized part of an enterprise”.
The Poznań district court decided in the summer of 2022 that the money for Moder's transfer was due to the KS Warta association, and not to the company. The Court of Appeal found, among other things, that both contracts did not meet all the requirements for this type of contracts and it cannot be presumed that they covered the receivable related to the transfer of Moder.
Representatives of KS Warta emphasized that the footballer actually had nothing to do with the current football company Warta Poznań SA. – From the very beginning, KS Warta educated Jakub Moder – they pointed out.
The football company filed an appeal to the Court of Appeal in Poznań, which in May 2023 overturned the judgment of the Court of Appeal and ruled that the money was due to Warta Poznań SA. The appellate court then assumed that in the context of two complementary contracts from 2015 and 2020, the football sections together with receivables and liabilities were taken over, so the presumption mentioned by the Court of Appeal should be applied. The appeals court, referring to the Moder case, found that “claims for all types of receivables resulting from the sale of this footballer are no longer entitled to KS Warta as of January 2020.”
– From the beginning, we were of the opinion that the entire football section was transferred to the company through these agreements. Therefore, all rights and all obligations related to football were taken over by the company – emphasized the representative of Warta Poznań SA at that time.
In early April this year. In this case, the first hearing was held in the Supreme Court, during which the issue of judge Tomasz Chojnacki, who was adjudicating in this case in SA, was held, who was nominated to this court after the procedure conducted before the National Council of the Judiciary in 2018. – The Supreme Court came to the conclusion that the case was not invalid. (…) In the circumstances of this case, in relation to this judge, the Supreme Court found no grounds to conclude that the panel with his participation was not an independent and impartial court – said Judge Dończyk in Wednesday's justification of the judgment.
Marcin Jabłoński (PAP)
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