A contractual arbitration clause (arbitrato irrituale), providing for the contractual resolution of the dispute through a mandate conferred upon the arbitrator, entails the inadmissibility of judicial proceedings before the ordinary court and not merely a question of jurisdiction, since the parties have waived judicial protection by referring the dispute to the arbitration procedure which they have the burden to initiate.
An arbitration clause contained in the articles of association which refers disputes concerning the implementation or interpretation of those articles to contractual arbitration (arbitrato irrituale) includes within its scope of application challenges to resolutions passed by the general meeting, given that the validity of resolutions constitutes a matter relating to the implementation and interpretation of the statutory rules governing the functioning of the entity, save where inalienable rights are involved.
A statutory arbitration clause is also opposable to de facto members, that is to say, those who, despite the absence of formal registration in the members' register, have actively participated in the life of the association, held corporate offices and exercised rights and functions proper to members, membership status being to be inferred from actual adherence and submission to the internal rules rather than from mere formal appearance.
Pursuant to Article 808-quater of the Code of Civil Procedure, which codifies the principle of favor arbitrati, in case of doubt the arbitration agreement must be interpreted in the sense that arbitral jurisdiction extends to all disputes arising from the contract or legal relationship to which the agreement relates, with the aim of preserving the parties' intention to remove the protection of certain rights from the intervention of the ordinary judicial authority.