El Llano Summary Damages Suit Against Lisa Dismissed on Prescription

I. Summary Damages Proceeding at First Instance

Order

El Llano, S.A., an entity in the Avícola Villalobos Group, filed a summary damages lawsuit against Lisa, S.A. under Article 228 of the Guatemalan Commercial Code, which provides that an excluded shareholder shall be liable to the company for damages caused by the acts that motivated the exclusion. The factual basis was the exclusion resolution recorded in a notarial deed dated April 26, 2011, authorized by notary Alberto Antonio Morales Velasco, through which El Llano's general assembly excluded Lisa as a shareholder. El Llano alleged that Lisa engaged in fraudulent conduct, including the use of a sworn statement obtained abroad, causing financial losses in Guatemala.

Lisa, S.A. raised six preliminary exceptions: incompetence, defective complaint, lack of standing, prescription, caducidad, and failure to fulfill a condition precedent. Lisa's central argument was that its exclusion as a shareholder was being contested before the Seventh Civil Court of First Instance (Expediente 01048-2011-00111), where a summary opposition proceeding had not yet reached a final resolution.

The Tenth Civil Court of First Instance denied the exceptions of incompetence, defective complaint, and lack of standing, but upheld the exception of failure to fulfill a condition precedent. The court reasoned that under Article 229 of the Commercial Code, a damages claim requires the exclusion to be final, a condition that had not been met. It declined to address the prescription and caducidad exceptions, as there was no determinable date from which to compute those periods. The proceeding was terminated and the file ordered archived. Costs were imposed on El Llano, S.A.

This ruling protected Lisa, S.A.'s position by preventing the Avícola Villalobos Group from obtaining a damages judgment based on an exclusion whose legality remained in dispute, closing a litigation front that sought to impose financial consequences on the basis of a non-final act.

II. Appeal Before the Third Chamber of the Court of Appeals

Appeal 44-2024

Both parties appealed. Reproductores Avícolas, S.A., corporate successor to El Llano, S.A., challenged the sustaining of the condition exception, arguing that Article 228 of the Commercial Code does not subject the right to claim damages to any precondition and that the damaging acts are independent of the exclusion itself. Lisa, S.A. challenged the denial of its exceptions of incompetence, defective complaint, and lack of standing, reiterating that the damages originated abroad, that the complaint lacked sufficient specificity, and that the action should have been directed against the author of the sworn statement. Lisa also reiterated its prescription and caducidad arguments, although the first-instance court had not addressed them.

The Third Chamber of the Court of Appeals for Civil and Commercial Matters confirmed the first-instance ruling in full. On the condition exception, the Court reasoned that Article 228 of the Commercial Code presupposes a final exclusion before the right to claim damages arises, and that the pending opposition proceeding in Expediente 01048-2011-00111 prevented that condition from being fulfilled. It cited author Mario Aguirre Godoy to distinguish the two scenarios covered by this exception and concluded the present case fell within the second: the right did not yet exist because the condition to which it was subject had not been fulfilled. On incompetence, defective complaint, and lack of standing, the Court confirmed the denials on the same grounds as the first-instance court. It declined to address the prescription and caducidad exceptions.

Both appeals were denied and the order of January 29, 2020 was confirmed. No costs were imposed due to reciprocal defeat.

The appellate confirmation definitively closed this proceeding, consolidating Lisa, S.A.'s position against the Avícola Villalobos Group's attempt to obtain a damages judgment based on a non-final exclusion.