In proceedings for annulment of an arbitral award pursuant to Article 829, paragraph 1, no. 10 of the Code of Civil Procedure, the objection that the arbitrator ruled ex aequo et bono is inadmissible where the arbitrator, having declined jurisdiction without examining the merits of the dispute, did not apply the principle of equity.
A statutory arbitration clause which refers to arbitrators disputes concerning "available rights relating to the corporate relationship" also includes claims for damages brought by the company against shareholders who have exercised their voting rights abusively, given that liability arising from breach of the obligations of fairness and good faith in the performance of the articles of association, pursuant to Articles 1175 and 1375 of the Civil Code, is contractual and not tortious in nature, since the relationship between the company and its shareholders falls within the plurilateral contractual bond constituting the company.
The duties of fairness and good faith pursuant to Articles 1175 and 1375 of the Civil Code form an integral part of the articles of association and govern not only the relations between the company and the shareholders, but also the inter-subjective relationships between the latter, with the consequence that breach of such obligations by a shareholder who has exercised voting rights abusively constitutes contractual liability whose disputes fall within the scope of the corporate relationship and are arbitrable.
Where an arbitral award is set aside pursuant to Article 829, paragraph 1, no. 10 of the Code of Civil Procedure, on the ground that the arbitrators concluded the proceedings without deciding the merits of the dispute which should have been decided, the consequence pursuant to Article 830 of the Code of Civil Procedure is the application of the arbitration agreement for the decision on the merits.