Court of Appeal of Palermo, judgment of 26 June 2026, No. 1865

Disputes in corporate matters are, as a general rule, capable of being referred to arbitration, with the exception of those concerning the interests of the company itself or relating to the violation of rules enacted to protect the collective interests of shareholders or third parties; the scope of non-arbitrability must be limited to interests protected by mandatory rules whose infringement provokes a response from the legal order independent of any initiative by a party.
Disputes relating to the status of shareholder or director, together with any connected patrimonial or compensatory claims, pertain to the purely individual and contractual sphere and may be freely referred to arbitration, the condition of non-availability of the right not being satisfied.
A claim for the exclusion of the sole general partner (socio accomandatario) from a limited partnership, by causing the disappearance of one of the two essential categories of partners and the consequent dissolution by operation of law of the partnership pursuant to art. 2323 cod. civ., affects the collective interests of shareholders and third parties protected by mandatory rules, with the consequence that the right involved is non-disponible and the dispute cannot be referred to arbitration.
The nullity of an arbitral award for lack of a valid arbitration agreement, arising from the non-arbitrability of the disputed rights, constitutes a defect falling within art. 829, co. 1, n. 1, cod. proc. civ., outside the list set out in art. 830, co. 2, cod. proc. civ., with the consequence that the nullity of the award has an exclusively rescinding effect and does not permit any further judgment in the rescissory phase.
A party wishing to rely on the nullity of an arbitral award for lack of jurisdiction ratione materiae must have timely raised the relevant ground in the course of the arbitral proceedings, in fulfilment of the burden established by art. 829, co. 2, cod. proc. civ.; compliance with that burden is satisfied where it appears that the arbitrators themselves invited the parties to address the point.