An arbitration clause contained in the articles of association of a company which refers to the rules of an arbitral institution, which in turn provide that the power to appoint arbitrators shall vest in a person outside the company where the clause itself does not expressly contemplate it, satisfies by reference the requirement set out in Article 838-bis of the Code of Civil Procedure, which requires, on pain of nullity, that such power of appointment be conferred upon a person outside the membership of the company.
Disputes concerning challenges to resolutions of shareholders' meetings are arbitrable even where they are governed by rules of general interest, there being no necessary correspondence between the mandatory nature of the applicable rules and the inalienability of the rights which are the subject matter of the dispute.