When interpreting an arbitration clause, the court is required to examine its nature and validity by assessing the arbitration agreement as a whole and applying the rules of construction set out in Articles 1362 et seq. of the Civil Code, with a view to ascertaining the true intention of the parties to the arbitration agreement.
A contractual arbitration (arbitrato irrituale) clause is an ordinary contractual provision by which the parties do not intend to derogate from state jurisdiction but confer a negotiating mandate upon a third party charged with settling the dispute by means of a purely declaratory legal act; it is distinguished from arbitration not by the fact that arbitration confers on the arbitrators a function replacing that of the judge, but by the fact that in arbitration the parties seek to obtain an award capable of being enforced and of producing the effects referred to in Article 825 of the Code of Civil Procedure, whereas in contractual arbitration (arbitrato irrituale) the parties intend to entrust the arbitrators with the resolution of the dispute exclusively through the instrument of private agreement, by way of amicable settlement or a declaratory transaction referable to the parties' own will.
Recognition of the existence of a clause of free (contractual) arbitration (arbitrato irrituale) does not give rise to a question of jurisdiction of the ordinary courts, but constitutes a case of waiver of the right to bring judicial proceedings; the relevant objection is therefore one going to the merits and not to procedural admissibility.
A statutory arbitration clause devolving to an arbitral tribunal all disputes between members or between members and the company concerning available patrimonial rights relating to the corporate relationship also covers disputes concerning the challenge of resolutions of the shareholders' meeting, as such disputes concern available patrimonial rights.