Court of Appeal of Brescia, judgment of 28 July 2026, No. 766

The arbitrators' interpretation of the operative content of a shareholders' resolution, and hence of the intention expressed therein, may be challenged by an application to set aside the award for nullity only in so far as rules of law have been infringed, with specific indication of the canons of interpretation that were not observed, and not by merely alleging error or putting forward a different interpretation.
The assessment of the facts pleaded by the parties in the arbitration and of the evidence taken in the course of the proceedings cannot be challenged by means of an application to set aside the award for nullity.
The alleged non-existence of the shareholders' authorisation of the corporate liability action does not constitute the ground of nullity under art. 829, co. 1, n. 4, cod. proc. civ., where the resolution, although possibly affected by defects amounting to mere voidability and not challenged, came into existence and continues to serve as the basis of the standing to sue of the person who acted in the name and on behalf of the company.
The defect arising from the failure to appoint, in the arbitration, a special representative (curatore speciale) on account of the conflict of interest of the legal representative must be relied on as a ground of nullity of the award for breach of the principle of audi alteram partem under art. 829, co. 1, n. 9, cod. proc. civ., and cannot be raised under the different head set out in n. 4 of the same provision.
Ratification, by the body subsequently vested with authority, of the procedural steps taken in the arbitration precludes any finding that the authorising act was lacking and, with it, that the arbitrators were prevented from deciding the merits.