According to Article 18 of the Swiss Code of Obligations (SCO), the interpretation of a contractual provision is aimed at ascertaining the true common intentions the parties had when they concluded the contract. Where a factual consensus or common intention cannot be proven, the declarations of the parties must be interpreted pursuant to the principle of good faith in the sense in which they could and should have been understood, taking into account the wording, the context, as well as all circumstances.
Facts/Procedure
On 2 March 2009, Envigado and the Player J. entered into an Employment Agreement valid until 1 March 2012. Furthermore, on 29 December 2011, Envigado and the Player entered into a new employment agreement which extended their relationship until 1 March 2015.
On the same day, Envigado transferred the Player on a loan basis to a Colombian club (Nacional). The corresponding loan agreement provided a purchase option in favour of the Colombian club on 75% of the economic rights of the Player.
During the summer transfer window of 2012, Pescara became interested in the Player’s services and, after negotiations among the three parties, Pescara sent to Envigado and the Colombian club a draft agreement.
One year later, on 13 July 2013, Pescara transferred 50% of the Player’s economic rights to Porto (in exchange of a fixed payment of EUR...
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