Court of Appeal of Genova, judgment of 23 June 2026, No. 664

Grounds of challenge to an arbitral award are admissible pursuant to art. 342 cod. proc. civ. where they contain a clear identification of the issues and contested points of the award, accompanied by arguments that rebut and contest the arbitrators' reasoning, without requiring the use of particular forms or the drafting of an alternative proposed decision.
An arbitration clause in the articles of association which refers to arbitration disputes between shareholders and between shareholders and the company concerning waivable rights relating to the company contract does not extend to disputes whose cause of action is founded on a breach by a public authority in the exercise of its public law powers over concessions; such matters do not concern waivable rights relating to the company contract and cannot be submitted to arbitration.
Waivable rights relating to the company contract are those entitlements, protections and organisational or proprietary prerogatives that shareholders may freely dispose of, transfer or settle; the public law power over concessions, which belongs to a public authority, does not fall within that category and cannot be the subject of an arbitration agreement.
Where a party has already brought proceedings before the administrative courts which led to the settlement agreements concluded with the public authority, thereby implicitly recognising the inapplicability of the arbitration clause to the related claims, and where the settlement agreements contain no arbitration clause, any alleged breach of the obligations arising thereunder cannot be submitted to arbitration.
An award rendered beyond the limits of the arbitration agreement is null and void; such a declaration of nullity is decisive and absorbs all remaining grounds of challenge, including the challenge to the final award on a derivative basis. Where the award was made by arbitrators lacking potestas iudicandi, there is no place for the rescissory phase, since the court hearing the challenge lacks jurisdiction to determine the merits.
The costs of the entire arbitral proceedings, as liquidated in the final award, are to be borne by the unsuccessful party in the proceedings to challenge the award, where the award itself is declared null and void for lack of arbitral jurisdiction.