The recent transfer of Enzo Fernandez from Benfica to Chelsea is a timely reminder that the comings and goings in the most lucrative football league in the world remained underpinned by basic law.
Whether a deal is the hundred-million pound transfer of a football superstar or the purchase of a house or business for significantly less, there is always paperwork which must be signed make the transaction binding. This is a task most often delegated to junior members of the team but should not be taken lightly, particularly in allocating the appropriate the amount of time needed to ensure everything is in place (the less said about Hakim Ziyech's failed loan to Paris Saint-Germain, the better...).
In the Premier League, clubs apply to register transfers by submitting a copy of the transfer agreement and the player's new contract to the Premier League Board. The Premier League Rules provide for strict windows within which clubs can apply to register transfers. For Enzo Fernandez's transfer to Chelsea, the parties reportedly had seven minutes to sign and submit the documents to the Board before the Winter Transfer Window closed at 11.00pm on 31 January. They did it in four minutes.
On the face of it this might not seem surprising; one assumes it shouldn't take long - certainly not four minutes - to apply a signature to a piece of paper. But there will have been more than one party who needed to sign the document. The Premier League Rules also stipulate that player contracts must be signed by the parties in the presence of a witness. Coordinating multiple signatures and ensuring witnesses are available and present is not always straightforward.
Electronic signing platforms like DocuSign, which the parties used in this case, have made the process easier, but the parties still need to ensure that the proper process is followed. Where witnesses are needed (as it was in this case, and as it will be where any contracts are to be executed as deeds), these witnesses need to be independent and physically present with the signing party. The correct witness details also need to be entered. This may seem obvious but finding an available witness at 11:00pm is not always a simple task. So what would have happened if Enzo Fernandez had not managed to sign the documents on time?
Theoretically, the Premier League Board could exercise its absolute discretion to accept Chelsea's application and register Enzo Fernandez as a Chelsea player, however this is unlikely. For starters, this is a question of reputation and the need to be seen as impartial by all the other clubs; the Premier League has a fundamental duty to its clubs and the Board has a duty to the Premier League itself.
While it may not be widely known, the Premier League is a corporate body (its full name is The Football Association Premier League Limited) and all the clubs in the Premier League are equal shareholders in the Premier League. The same corporate laws which apply to all other companies and their directors in England and Wales also apply to the Premier League and its Board (although the remedies for breach of these laws may not be the same, given the special nature of the Premier League). These laws provide that shareholders must not be unfairly prejudiced with regard to their interests as shareholders, and that directors are subject to duties such as the duty to promote the success of the company and to exercise reasonable care, skill and diligence.
Whilst the Premier League Rules make it clear that any discretion to be exercised by the Board is final, binding, and not subject to appeal, it is unlikely that the League would have sanctioned this registration outside the transfer window for due to the significant reputational risks attached to this. Any legal disputes arising out of this, even if ultimately decided in the Premier League's favour, would be expensive and time-consuming.
What is the key takeaway from this? Never underestimate the importance of paperwork in a deal and the time it takes to get everything in order. Where there is a hard deadline involved, ensure that everything - the app for signing, even the wi-fi connection - is prepared ahead of time. Fully brief the parties signing and the witnesses so they know what to expect. All this should help avoid the frustration of having negotiated a fantastic deal but not having covered the basics such as getting the paperwork signed.
Pat on the back to Chelsea for teaching Enzo Fernandez how to use DocuSign over a matter of minutes. Next time, do it earlier.