An arbitration clause contained in the articles of association of a limited company, referring to arbitrators disputes between shareholders and the company concerning available rights relating to the corporate relationship, is valid and enforceable against a subsequent shareholder who acquired the shareholding, as it constitutes an organisational rule of the corporate contract to which all shareholders, as such, are subject.
When succeeding to the position of shareholder, adherence to the organisational rules set out in the articles of association, including the arbitration clause, is an inherent element of the acquisition of the shareholding: the acquirer accedes to a body of rights and obligations already shaped by pre-existing corporate rules, which are ascertainable and reviewable in advance through ordinary professional diligence, since the articles are subject to legal publicity through registration in the companies register.
The existence of a statutory arbitration clause providing for contractual arbitration (arbitrato irrituale) does not preclude the jurisdiction of the ordinary court to issue a payment order, but requires the court, in the event of a subsequent opposition based on the existence of the clause, to declare the opposed order null and void and to revoke it, the claim for a payment order being inadmissible before the ordinary courts.