A statutory arbitration clause which refers to arbitrators disputes between shareholders and the company concerning available rights also encompasses disputes relating to the existence of shareholder loans and the consequent obligation of restitution, irrespective of the legal characterisation of the loan itself, such characterisation being a question of substance.
An objection based on an arbitration agreement for institutional arbitration, raised in a timely manner in the first defensive pleading, requires the ordinary court to decline its competence to hear the dispute in favour of the arbitrators, this being a matter of competence and not of jurisdiction.
The existence of an arbitration clause does not exclude the competence of the ordinary court to issue a payment order (*decreto ingiuntivo*), but requires the court, in the event of subsequent opposition based on the existence of the clause, to declare the nullity of the contested order and the contemporaneous referral of the dispute to arbitral proceedings.
In opposition proceedings against a payment order, where there exists incompetence of the judge who issued the order due to devolution of cognisance to arbitrators, the judge hearing the opposition must pronounce judgment and not an order, declaring the incompetence, nullity and revocation of the payment order.