Arbitrability Of Company Dissolution Due To Partner's Death And Arbitration Clause Implications

When ruling the Special Appeal No. 1.727.979-MG, the Third Section of the Brazilian Superior Court of Justice unanimously decided that the partial membership dissolution of a company arising from the death of a partner does not cease the jurisdiction of the Arbitral Tribunal. The special appeal in question was filed by the estate of the deceased partner against the decision rendered by the State Court of Appeals of Minas Gerais (MG), which maintained the judgement to dismiss the case, without analysis of merits, precisely due to an arbitration clause in the company's bylaws.

In summary, the Third Section of the Brazilian Superior Court of Justice concluded that: (a) the subject matter discussed in the lawsuit for partial membership dissolution and inventory of assets involves exclusively corporate matters and, therefore, available rights. Hence, the constraint contained in Article 1, caput, of Law No. 9.307/1996 does not apply to the case; and (b) the object of the