Limits to the will of a party, between arbitrariness and potestativity: The case of the Russian roulette clause

This essay explores the limits of parties’ will in contractual integration when one party is granted the power to determine an essential term of the agreement. While Italian law regulates third-party determinations, it does not expressly address cases where such power is conferred on a contracting party. The analysis is prompted by the Italian Supreme Court’s recent ruling on the Russian roulette clause, which allows one shareholder to set a price for shares, leaving the other to accept or reverse the transaction. The decision upheld the clause’s validity, highlighting its structural reciprocity. The paper considers broader legal principles and comparative insights, particularly from German law, to define the boundaries of party’s discretion in contract integration.