The interpretation of arbitration clauses contained in corporate articles of association must be conducted according to the general hermeneutic principles set forth in arts. 1362 et seq. of the Civil Code, favouring the search for the common intention of the parties even when the literal text appears apparently clear but proves inconsistent with external indicators revealing a different contractual intent.
Arbitration clauses must be interpreted extensively, in the sense that, absent express contrary intention, they assign to arbitral jurisdiction all disputes relating to claims having their causa petendi in the contract to which the clause is annexed.
In statutory arbitration clauses that provide for the devolution to arbitrators of disputes between the company and the board of directors, disputes between the company and the sole director must also be understood as included, as there is no justification for a hermeneutic approach that would assign disputes of identical content to distinct jurisdictions by reason of the mere different organisational form of the administrative body.
Art. 808-quater of the Code of Civil Procedure, which establishes the principle of extensive interpretation of arbitration agreements in case of doubt, applies only to arbitration agreements entered into after the entry into force of Legislative Decree No. 40 of 2006, pursuant to art. 27, para. 3, of the same decree.