Proceedings for the challenge of an arbitral award for nullity pursuant to Article 829 of the Code of Civil Procedure do not constitute appellate proceedings, but rather proceedings subject to limited grounds of review, in which the appellant may only seek a declaration of nullity of the award on one of the grounds exhaustively provided by law, and not a revision of the arbitrators' decision. Only following a finding of nullity does the rescissory phase commence, whereby the court may examine the merits of the case.
Challenge of an award for violation of rules of law relating to the merits of the dispute, pursuant to Article 829, paragraph 3, of the Code of Civil Procedure, requires explicit allegation of the error in the legal rule applied by the arbitrators and cannot constitute a criticism relating to the assessment of evidence or the evaluation of the facts of the case, which would inadmissibly seek to invite a fresh examination of the merits.
Shareholders' agreements, being contractual in nature, produce effects only between the contracting shareholders pursuant to Article 1372 of the Civil Code and are not enforceable against the company which has not participated in their conclusion. It follows that the content of such agreements cannot be invoked in proceedings to challenge an award in order to determine the existence or otherwise of just cause for removal of a director.
Nullity of an award for contradictory provisions, pursuant to Article 829, paragraph 1, number 11, of the Code of Civil Procedure, presupposes a conflict between the operative provisions or between the reasoning and the operative part. Internal contradiction between different parts of the reasoning may be relevant as a defect of the award only where it results in the absolute impossibility of reconstructing the logical-legal reasoning underlying the decision due to the total absence of reasoning conforming to its functional model.
Violation of the principle of adversarial proceedings in arbitration must be excluded where, following documentary production after the closing of submissions, the arbitral tribunal has granted the parties time to make submissions in respect of the new evidence, thereby ensuring full adversarial proceedings before delivery of the award.