Court of Bari, judgment of 21 July 2026, No. 4372

An arbitration clause in the articles of association referring to an arbitrator disputes arising between the members, between the members and the company and between the members and the directors or liquidators, save those falling within the exclusive province of the courts, provides for arbitration, since the reference to disputes decided by the arbitrator is conceived in contrast with those reserved to the courts and the arbitrator decides in substitution for the court.
A member's loan does not constitute a loan contract extraneous to the corporate relationship, but originates in the lender's status as a member at the time the sum was paid and is subject, as regards its repayment, to a specific regime of company-law origin; the related dispute, which also involves the legal characterisation of the payment, is therefore referred to the arbitrators by virtue of the arbitration clause in the articles of association.
An arbitration clause contained in the articles of association also covers disputes concerning persons who, at the time of the proceedings, no longer hold the position of member, that position having in the meantime ceased.
Situations relating to corporate or associative life, for the purposes of the effectiveness of an arbitration clause in the articles of association, are those understood in a broad sense, having regard not only to matters of internal governance but also to the individual member in his relations, even if no longer or not yet subsisting, with the entity, with its organs or with the other members.
All disputes founded upon a causa petendi relating to rights deriving from the corporate relationship must be regarded as included within the arbitration clause in the articles of association, irrespective of whether that relationship is still subsisting or has in the meantime ceased, the claim continuing to find its cause within the sphere of the business association.