Contractual arbitration (arbitrato irrituale), characterised by the parties’ waiver of ordinary jurisdiction in favour of a contractual resolution of disputes, renders judicial proceedings inadmissible where provided for by a binding arbitration clause, with the arbitration exception constituting a preliminary question of merit relating to the validity and interpretation of the arbitration agreement.
In corporate disputes, an arbitration clause providing for contractual arbitration (arbitrato irrituale) for disputes between shareholders and the company concerning available rights of the corporate relationship applies to liability actions against directors having an exclusively proprietary nature, as these fall within the scope of available rights that may be submitted to arbitration.
The interpretation of the arbitration agreement must be directed, pursuant to article 808-quater of the Code of Civil Procedure, towards extending arbitral jurisdiction to all disputes arising from the contract or relationship to which the agreement refers, such provision expressing the legislature’s favour for alternative dispute resolution mechanisms.