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The clause of the articles of incorporation which provides a standard form for the termination of a contract may not be waived only for words or for conclusive facts

Civil Supreme Court, section I, 12 March 2020, Judgment no. 7108. Pres. Dido. Est. Dolmetta

date: 14.05.2020
Area: Corporate, M&A

The articles of incorporation of an associative body may provide a conventional form for the termination of contracts or unilateral acts, pursuant to and for the effects of art. 1352 of the Italian Civil Code. In this case, the required form shall be deemed adopted in the interest of all members. Therefore, if the deed does not comply with the prescribed form, the Supreme Court has clarified that each interested party will have the right to request its nullity. The Supreme Court continues, noting that the conventional form adopted pursuant to Article 1352 of the Italian Civil Code must be considered irrevocable, until the possible amendment/revocation of the statutory provision. Consequently, the amendment or waiver verbis tantum or facta concludentia cannot be considered valid.

The clause of the articles of incorporation which provides a standard form for the termination of a contract may not be waived only for words or for conclusive facts

Civil Supreme Court, section I, 12 March 2020, Judgment no. 7108. Pres. Dido. Est. Dolmetta

date: 14.05.2020
Area: Corporate, M&A

The articles of incorporation of an associative body may provide a conventional form for the termination of contracts or unilateral acts, pursuant to and for the effects of art. 1352 of the Italian Civil Code. In this case, the required form shall be deemed adopted in the interest of all members. Therefore, if the deed does not comply with the prescribed form, the Supreme Court has clarified that each interested party will have the right to request its nullity. The Supreme Court continues, noting that the conventional form adopted pursuant to Article 1352 of the Italian Civil Code must be considered irrevocable, until the possible amendment/revocation of the statutory provision. Consequently, the amendment or waiver verbis tantum or facta concludentia cannot be considered valid.