When is a manager entitled to compensation?
Professional athletes often utilize the services of a manager who is responsible for the proper development of their career, including the athlete's financial success. Managers handle finding clubs for athletes, negotiating player compensation, and other financial and non-financial aspects of the contract. In the realm of football, it often happens that the obligation to pay a commission or intermediary fee is assumed by the club that signs the contract with the player, but not always.
In those other cases, the athlete pays the manager's fee, usually in the form of a percentage of the compensation received from the club.
With properly structured intermediary agreements, the obligation to pay the fee arises only when, as a result of the intermediary's actions, the player signs a contract with a new team or extends the existing one. However, in my experience, I have also encountered agreements where the player is obligated to pay the manager's fee from the moment of signing the contract. Is the player really required to pay in such situations?
To analyze this, let's consider a stark example, not at all abstract since such situations occur in the sports industry. A player signs a contract with a manager, commonly referred to as a representation agreement. Under this agreement, the player commits to paying a percentage of the received compensation, while the agent commits to "representing the player's interests." The manager does not take any action, does not contact the player, does not present offers for changing clubs, or negotiate. However, as the representation agreement nears its end, especially when the player informs the intermediary that they do not intend to continue the collaboration, the agent demands payment of the fee. What should be done in such a situation when advice to not sign such an agreement is already too late?
Of course, every contract is different and requires a detailed analysis. However, most contracts of this type can be classified as unnamed contracts based on the structure of a service contract, to which the provisions of a mandate contract apply under Article 750 of the Civil Code.
Thus, it must be stated that a service contract is a mutual contract, meaning the performance of one party is the equivalent of the other's 1)Article 487 § 2 of the Civil Code.. This involves the equivalence of performances. Therefore, based on such a contract, each party is obliged to perform. The player commits to a monetary performance - paying the fee, and the agent, in return, is obliged to perform services, that is, representing the player. If the contract does not specify these terms, then it must be established that representing the player involves taking factual actions aimed at concluding or extending the player's contract.
Thus, the obligation to pay arises only when the services are actually provided. It is important to remember the general principle of the burden of proof, according to which the burden of proving a fact lies with the party from whom legal consequences are being sought. Therefore, when the manager sues the player for payment, whether the dispute is heard by a regular court or a sports arbitration tribunal operating within the sports association, 2)e.g., the Football Arbitration Court at the Polish Football Association they will have to demonstrate not only the fact of the contract but also the circumstance that they provided services, meaning they fulfilled the contractual obligation they undertook. The right to demand payment of the fee does not arise simply from the fact of signing the contract, but depends on the actual performance of the contract.
Therefore, if the manager cannot prove that they took actions in the player's interest, their claim will be dismissed by the court.
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