Court of Patti, 16 December 2025, No. 1204

An arbitration clause contained in the articles of association of a company which confers arbitral jurisdiction over disputes relating to "corporate relationships" between shareholders and the company does not extend to contractual relationships existing between a shareholder and the company itself, such as those arising from a services contract, which constitute obligations of an autonomous and distinct contractual source separate from the corporate bond.
The conventional designation of a forum, including an arbitral forum, as exclusive requires an unequivocal manifestation of the parties' intention, ascertainable from the use of the adjective "exclusive" or other expressions which, without recourse to interpretative activity, demonstrate the common intention to confer the character of exclusivity; in the absence of such unambiguous content of the agreement, the conventionally designated forum must be qualified as merely optional and concurrent with those provided by law.