Appeal Ruling 343-2025

On November 5, 2025, the Fifth Chamber of the Civil and Commercial Court of Appeals confirmed the July 11, 2025 ruling that rejected Villamorey, S.A.’s attempt to declare prescribed and extinguished the dividend payments owed to Lisa, S.A. The appellate court found that Villamorey did not prove that Lisa lacked creditor status with respect to the dividends decreed in 2010 and 2011, nor did it demonstrate that those distributions were specifically authorized in Lisa’s favor. Although Lisa’s status as shareholder was undisputed, the court held that Villamorey failed to show that Lisa was the creditor designated in the internal resolutions it relied upon.

In a ruling aligned with the principle of effective judicial protection, the Court of Appeals emphasized that Villamorey bore the burden of proving both its claim of prescription and the specific beneficiary of the dividend obligations it sought to extinguish. Because Villamorey did not demonstrate that Lisa failed to act on a defined, legally enforceable dividend payment obligation, the court confirmed that the lower court correctly rejected the action. The appeal was denied in full, the original judgment was upheld, and Villamorey was ordered to pay costs.