Court of Venezia, order of 23 June 2026 (R.G. 00000893/2026)

An arbiration clause in the articles of association of a limited liability company (società a responsabilità limitata), providing for the resolution by a sole arbitrator of disputes between members or between members and the company concerning disposable rights, is capable of removing from the court's jurisdiction applications for the appointment of an expert to determine the value of a withdrawing member's participation, where the articles themselves provide that in the event of disagreement over the valuation the participation an arbitrator shall be appointed, thereby pursuing the same aims as the appraisal mechanism under art. 2473 co. 3 cod. civ.
The disagreement over the determination of the value of a withdrawing member's participation, which is the prerequisite for the appointment of an arbitrator under a statutory arbitration clause, is established even where the company has entirely refrained from carrying out any valuation of the participation since the exercise of the right of withdrawal, without any formal dispute between the parties as to the quantification being required.