Duty of Loyalty and Ancillary Obligations in Transfer Agreements

1. Introduction

In the world of professional sports, transfer contracts regulate not only the economic relationship between a player and a club, but also an ethical and loyal relationship . One of the most debated aspects of modern football is behavior such as a player negotiating with other clubs, engaging in secret talks, or creating transfer requests through the media during the contract period.

The fundamental principle that defines the legal limits of these behaviors is the **"duty of loyalty"**. The duty of loyalty arises from Articles 2 (principle of honesty) and 396 (duty of loyalty in employment relationships) of the Turkish Code of Obligations ; in FIFA RSTP and CAS case law, it is referred to as the " loyalty obligation "

2. Legal Nature of the Transfer Agreement

Transfer agreements, Article 26 of the Turkish Code of Obligations , are mixed-type contracts established by the free will of the parties.
These contracts generally have the following three-layered structure:

1. Nature of an employment contract – The player works for the club and receives a salary.

2. The element of agency – The player acts in the best interests of the club and is subject to representation authority.

3. Commercial element – ​​Economic value is created through transfer fees, licensing, advertising, and sponsorship revenues.

Due to this complex structure, the obligation of loyalty has dimensions related to both contract law and sports discipline.

3. Source and Scope of the Duty of Loyalty

3.1. Turkish Code of Obligations, Articles 2 and 396

Turkish Code of Obligations, Article 2: “Everyone is obliged to abide by the rules of honesty when exercising their rights and fulfilling their obligations.”
Turkish Code of Obligations, Article 396: “The employee is obliged to protect the legitimate interests of the employer and to refrain from any conduct that directly or indirectly causes harm.”

Professional footballers' duty of loyalty to their club extends not only to the playing field but also to protecting the club's reputation.
Press releases, social media posts, premature negotiations with rival clubs, or seeking offers through agents can all be considered breaches of this duty.

Supreme Court 9th Civil Chamber, Case No. 2018/10456, Decision No. 2020/1732:

"For a professional athlete to enter into negotiations with another club during the term of their contract is a breach of their duty of loyalty and constitutes grounds for justified termination."

4. Areas of Application of the Duty of Loyalty

4.1. Privacy and Press Discipline

Leaking technical, financial, or administrative information about the club to the press constitutes a breach of confidentiality.
Contracts typically include a "confidentiality clause" with penalties for breaches.

CAS 2016/A/4774 – Club v. Player:

“The player’s statement to the press regarding his transfer request constitutes a breach of his duty of loyalty; the club’s disciplinary action is lawful.”

4.2. Personal Conduct and Professionalism

The duty of loyalty includes the athlete's disciplined behavior.
Behaviors such as alcohol consumption, gambling, illegal betting, or neglecting training are considered breaches of this obligation.

4.3. Management and Third-Party Contacts

for a player to negotiate a transfer with third parties without the club's permission, particularly FIFA RSTP article 18/3 .
Even if an agent conducts these negotiations, the player is still subject to a "duty to inform".

5. Secondary Obligations

Transfer agreements often include “ancillary obligations” in addition to the main obligation (playing services).
These are a direct application of the duty of loyalty:

1. Participating in advertising and promotional activities (supporting club sponsors),

2. Continue training and professional preparation,

3. Treating fans with respect,

4. Adhering to social media ethical guidelines,

5. Participating in health checkups and providing accurate information.

Breach of these obligations may result in termination of the contract and liability for damages.

6. FIFA RSTP and CAS Application

FIFA Regulations on the Status and Transfer of Players (RSTP) m. 13–17:

"A contract can only be terminated before its expiration date if there is a justifiable reason."

A breach of loyalty may constitute a justifiable reason. However, CAS applies the principle of proportionality in each specific case

CAS 2018/A/5909 – Club X v. Player Y:

"Making false statements to the press alone is not grounds for termination; however, if the behavior is persistent and intentional, it constitutes a justifiable reason."

CAS 2019/A/6211 – Player v. Club:

"In the event of contract termination due to breach of loyalty, the player is not entitled to claim salary for the remaining period."

7. Application of Turkish Law and Supreme Court Case Law

7.1. Justifiable Termination and Compensation

The Supreme Court grants clubs the right to terminate contracts for justifiable reasons in cases of breach of loyalty.
However, if the termination is disproportionate (e.g., a minor disciplinary violation), the club may be obliged to pay compensation.

Supreme Court 9th Civil Chamber, Case No. 2020/7153, Decision No. 2021/4173:

"Termination of the contract by the club without prior warning is a disproportionate sanction for breach of loyalty."

7.2. Penalty Clause and Discount

If the penalty amounts for breaches of fidelity are excessive, the judge shall apply a reduction in accordance with Article 182/3 of the Turkish Code of Obligations.

Supreme Court 13th Civil Chamber, Case No. 2019/2412, Decision No. 2020/1645:

“The €100,000 penalty imposed on the athlete for participating in transfer negotiations is unfair; it should be reduced.”

8. Sample Contract Clause

Article X – Loyalty and Conduct Obligations
The player agrees to act in the best interests of the club throughout the contract period and not to negotiate with rival clubs or third parties without prior written permission.
The player may not make any verbal or written statements that damage the club's reputation.
Otherwise, the club has the right to impose a penalty of 100,000 TL and to terminate the contract for just cause.

For this provision to be valid, the limits of "honesty and proportionality" must be maintained in accordance with Article 27 of the Turkish Code of Obligations.

9. Criminal Liability for Breach of the Duty of Loyalty

Some serious breaches of loyalty can also reach the level of criminal law.
For example, disclosing internal club secrets to a rival club under Article 239 of the Turkish Penal Code (disclosure of trade secrets) or Article 155 (breach of trust) .

10. Conclusion and Evaluation

The duty of loyalty is not only an ethical principle but also a legal obligation in transfer contracts.
In light of Turkish and international case law, this principle can be summarized as follows:

• An athlete is expected to be honest, loyal, and protective towards their club

• The club must also respect the player's personal rights

• In disputes, warnings and proportionate sanctions should be the primary approach, rather than termination of employment.

As long as this balance is maintained, transfer relationships remain sustainable both legally and ethically.