Appeal Ruling: Court reinstated Lisa’s claim against Villamorey

On November 13, 2023, the First Superior Court of Panama issued a ruling reversing Order No. 665 of April 13, 2023, which had annulled the original Order No. 283 admitting Lisa, S.A.’s summary accounting claim against Villamorey, S.A. The lower court had ruled that Lisa failed to prove shareholder status with sufficient certainty. However, the appellate court found that Lisa had submitted authenticated corporate records proving its 33.33% ownership and that Villamorey never denied this status in its original response. The appellate panel viewed the prior ruling as overly restrictive and inconsistent with the probative record.

The court emphasized that under Panamanian commercial law, shareholders have a legal right to investigate the company’s management, and that Lisa’s request aligned with these protections. Citing Articles 270 and 425 of the Commercial Code, the court clarified that Lisa had the right to request financial accountability, even without a prior appointment of reviewers by the general shareholders’ assembly. The appellate court revoked Order No. 665, thereby restoring Lisa’s demand for a formal accounting from Villamorey.