Shareholders often enter into a syndicate agreement in addition to the articles of association. Syndicate agreements do not necessarily have to include all shareholders, and they can also be limited to specific aspects of the corporate relationship, as was recently the subject of a Supreme Court decision:
In that case, the syndicate agreement stipulated the requirements that individuals appointed as managing directors of the company had to meet. However, it was questionable whether the arbitration agreement contained in the syndicate agreement also applied to actions for the removal of a managing director for good cause, or whether the state court was competent for such matters.
On this, the Supreme Court stated: Although a syndicate agreement concluded between shareholders of a GmbH regularly refers to the GmbH's articles of association, it cannot be inferred from this alone that an arbitration clause agreed upon in the syndicate agreement "for the settlement of disputes in connection with the syndicate agreement" should also apply to disputes concerning the removal of a managing director of the company due to gross breach of duty (§ 16 para 2 GmbHG), even if – as in this case – he is a party to the syndicate agreement.
Which disputes are covered by an arbitration agreement must be determined based on its content, which in turn must be interpreted according to the parties' intent.1. If the court cannot ascertain such a "concurring intent of the parties," then the text of the contractual provision concerning the arbitration court must be interpreted reasonably and favorably according to the purpose of the agreement.2. The wording of the agreement forms the limit of interpretation.3. Arbitration clauses are therefore to be interpreted broadly,4which is why an arbitration clause agreed upon in one contract regularly refers to other disputes arising from that contract, but not to other contracts between the parties, even if they are related.5.
Austrian Supreme Court 26.11.2025, 6 Ob 225/24t
Note: As early as 2013, I published an article titled – tellingly – 'Pitfalls of Arbitration Clauses in Partnership Agreements' in the commemorative publication for H. Torggler (page 985ff). Therefore, considerable attention should be paid to the correct contractual wording of arbitration clauses.
1 OGH RS0018023; 6 Ob 225/24t.
2 OGH 4 Ob 55/25d; RS0018023 [T3]; 6 Ob 225/24t.
3 OGH 4 Ob 80/08f; RS0045066; 6 Ob 225/24t.
4 OGH RS0045337; 6 Ob 225/24t.
5 OGH 4 Ob 136/20h; RS0045337 [T3].
