South African Football Association v Fli-Afrika Travel (Pty) Limited

SAFA and Fli-Afrika had a long-standing relationship in terms of which Fli-Afrika acted as SAFA’s travel agent. In January 2009 they concluded a service level agreement (SLA) forming a joint venture for the 2010 FIFA World Cup, under which Fli-Afrika would source and sell World Cup travel packages comprising accommodation, tickets and transport, while SAFA undertook to supply 2 500 match tickets per week. Fli-Afrika, anticipating ticket supply, booked hotel accommodation at substantial cost. SAFA failed to supply any tickets because, under its agreement with FIFA, only FIFA and its agent Match were entitled to sell tickets. With the World Cup imminent, the parties entered into a full and final settlement agreement in April 2010, facilitated by Match, in terms of which SAFA and Fli-Afrika released each other from any continuing obligations regarding ticket supply. Fli-Afrika nevertheless sued SAFA for damages, claiming reimbursement for accommodation costs allegedly payable under the SLA, either expressly or as a tacit term. The High Court on appeal awarded damages to Fli-Afrika, and SAFA appealed to the Supreme Court of Appeal.

The appeal was upheld with costs, including the costs of two counsel. The order of the Gauteng Division full court awarding damages to Fli-Afrika was set aside and replaced with an order dismissing Fli-Afrika’s appeal with costs.

The case reinforces South African principles of contractual interpretation, particularly the Endumeni approach, and clarifies the strict requirements for establishing tacit terms in contracts. It also illustrates the legal effect of full and final settlement agreements in extinguishing contractual obligations and claims. The judgment is significant in commercial and joint venture contexts where parties act in anticipation of reciprocal performance.