An arbitration clause contained in the company’s instrument of incorporation or articles of association providing for the reference to arbitrators of disputes connected with the company contract must be held to extend to disputes concerning a shareholder’s withdrawal and the determination of the director’s breach of his duties of information and accounting towards the shareholders.
An arbitration clause must, in the absence of an express contrary intention, be construed as assigning to arbitral jurisdiction all disputes relating to claims whose causa petendi lies in the contract to which it is annexed.
A clause referring to a sole arbitrator all disputes arising out of the management of the company covers a claim by a shareholder complaining of his exclusion from the management and administration of the company and of the resulting financial loss.
The decision by which the court affirms or denies its own jurisdiction in relation to an arbitration agreement takes the form of an order, which may be challenged in accordance with arts. 42 and 43 cod. proc. civ., pursuant to art. 819 ter cod. proc. civ.
Where jurisdiction is declined by reason of the arbitration agreement, the parties must be granted a mandatory time limit of three months from notification of the order within which to re-commence the proceedings before the sole arbitrator; the disposal of the proceedings by a procedural ruling and the specific features of the arbitration clause constitute serious and exceptional reasons for making no order as to costs pursuant to art. 92, co. 2, cod. proc. civ.