Appeal Ruling

The First Civil and Commercial Court of Appeals upheld in full the first-instance order that dismissed the damages claim filed by Reproductores Avícolas, S.A. against Lisa, S.A. The court concluded that the complaint was procedurally defective and that the action was time-barred, definitively rejecting the Q30,269,808.59 damages claim at the appellate level. This ruling is part of the pattern of legal actions brought by Avícola Villalobos Group entities against Lisa, in this case through a damages claim arising from Lisa's exclusion as a shareholder by resolution of the shareholders' assembly of April 4, 2011.

Case Background

Reproductores Avícolas, S.A. filed an ordinary damages lawsuit against Lisa, S.A., alleging that Lisa had committed a series of fraudulent acts that were identified in the shareholders' assembly of April 4, 2011 and that led to Lisa's exclusion as a shareholder. The complaint was filed on April 16, 2012 before the Thirteenth Civil Court of First Instance.

Lisa raised preliminary exceptions for defective complaint, prescription, failure to satisfy a condition precedent, lack of standing of the defendant, lack of standing of the plaintiff, and lapse of time (caducidad). In the order of January 26, 2021, the judge sustained the exceptions of defective complaint and prescription, denied the remaining exceptions, and imposed costs on Reproductores Avícolas. Subsequently, in the order of February 23, 2021, the court expanded its ruling to expressly order the lifting of all precautionary measures imposed against Lisa.

Appellant's Grievances

Reproductores Avícolas raised two principal grievances on appeal:

On the defective complaint exception. The appellant argued that the ordinary track was correct because the damages claimed did not arise from the corporate charter or from the entity's corporate activities, but from Lisa's unlawful acts. Reproductores contended that the twenty-fifth clause of the articles of incorporation (deed number seventy) and Article 1039 of the Commercial Code were inapplicable because the lawsuit did not constitute a corporate dispute. The appellant invoked Articles 12, 29, 203, and 204 of the Constitution to allege denial of effective judicial protection.

On the prescription exception. Reproductores Avícolas challenged the application of Article 1673 of the Civil Code, arguing that the judge erred in computing the one-year limitations period from the date of the exclusion assembly (April 4, 2011). The appellant contended that the damages were continuous in nature and had not been fully determined, that the accounting certification of February 23, 2012 was the first documentary determination of the financial harm, and that prescription could not run while future damages continued to accrue.

Court's Analysis

Defective complaint. The court confirmed that the plaintiff failed to comply with the requirements of Articles 106 and 107 of the Code of Civil and Commercial Procedure by omitting the documents on which the claim was based and failing to offer evidence to support the elements of its action. Additionally, the court determined that the summary track was the correct procedural vehicle under Article 1039 of the Commercial Code, because the controversy originated in the alleged fraudulent acts that led to the exclusion of the plaintiff's shareholder, that is, in the corporate relationship between the parties. The damages claim was grounded in the commercial relationship voluntarily established when the company was incorporated.

Prescription. The court analyzed Article 1673 of the Civil Code, which establishes a one-year limitations period for damages actions, computed from: (a) the day the damage occurred, (b) the day the injured party became aware of the damage, or (c) the day the injured party learned who caused it. The court found that Reproductores Avícolas' own complaint acknowledged that the fraudulent acts attributed to Lisa were identified and detailed in the shareholders' assembly of April 4, 2011. The alleged acts occurred between February 3, 1999 and December 31, 2011. Since the complaint was filed on April 16, 2012, the one-year period from the date of knowledge had elapsed, making the prescription ruling proper.

Ruling

• The appeal filed by Reproductores Avícolas, S.A. was denied
• The appealed order issued by the judge of the Thirteenth Civil Court of First Instance of Guatemala was upheld
• Costs at the appellate level were imposed on the appellant

Legal Basis

• Article 603 of the Code of Civil and Commercial Procedure — Limits the scope of appeal to matters unfavorable to the appellant and expressly challenged
• Articles 106 and 107 of the Code of Civil and Commercial Procedure — Formal requirements for the complaint, including the obligation to attach supporting documents
• Article 1039 of the Commercial Code — Requires the summary track for all actions arising under the Commercial Code
• Article 1673 of the Civil Code — One-year statute of limitations for damages actions
• Article 572 of the Code of Civil and Commercial Procedure — Imposition of costs on the losing party

Signatories

• Ronald Manuel Colindres Roca, Presiding Magistrate, First Civil and Commercial Court of Appeals
• Elvia Ester Velásquez Sagastume, First Associate Magistrate, First Civil and Commercial Court of Appeals
• Lic. Wilmer Estuardo Castellanos Venegas, Second Associate Magistrate, First Civil and Commercial Court of Appeals
• Lcda. Brenda Maribel Monroy Loyo, Clerk, First Civil and Commercial Court of Appeals

Subsequent Proceedings

Reproductores Avícolas filed a cassation appeal against this ruling. The Civil Chamber of the Supreme Court of Justice, on December 15, 2023, dismissed the cassation appeal, confirmed that the damages action was time-barred under Article 1673 of the Civil Code, and imposed costs and a monetary fine on Reproductores Avícolas. Subsequently, the Constitutional Court, on August 1, 2024, denied the amparo petition challenging the cassation ruling as manifestly unfounded, imposing a fine on the sponsoring attorney.