Exp. 01045-2017-00408 · Ordinary Action for Extinctive Prescription
Lisa, S.A. filed its brief of grievances on June 30, 2025 before the First Civil and Commercial Court of Appeals, challenging the first-instance order that denied all five preliminary exceptions in the dividend prescription proceeding brought by Inversiones Torre Nova, S.A.
Inversiones Torre Nova, S.A., an Avícola Villalobos Group entity, filed an ordinary civil lawsuit against Lisa, S.A. before Guatemalan courts, seeking a declaration of extinctive prescription of dividends decreed at the general shareholders' assemblies of June 26, 2006, and April 6, 2011. Lisa, S.A. raised five preliminary exceptions, including lack of jurisdiction based on an arbitration clause, defective complaint, and failure to satisfy conditions and terms, arguing that prescription was interrupted by embargo orders that the Avícola Group entities themselves executed on Lisa's dividends and shares. The First Pluripersonal Court of First Instance, Civil Branch, denied all exceptions. Lisa, S.A. appealed to the First Civil and Commercial Court of Appeals, where the appeal remains pending resolution.
The First Pluripersonal Court of First Instance, Civil Branch, Guatemala, denied all five preliminary exceptions filed by Lisa, S.A. in the ordinary proceeding brought by Inversiones Torre Nova, S.A. The plaintiff seeks a declaration that the obligation to pay dividends decreed at the general shareholders' assemblies of June 26, 2006, and April 6, 2011, has prescribed under the five-year statute of limitations of the Civil Code.
Lisa, S.A. raised exceptions of lack of jurisdiction by territory and subject matter, defective complaint, lack of standing of the plaintiff's representative, and failure to fulfill conditions and terms. Lisa invoked the Twenty-Fifth Clause of the bylaws of Inversiones Torre Nova, S.A., which submits to equity arbitration all disputes between the company and shareholders arising from corporate activities. Lisa also argued that prescription was interrupted by precautionary embargo orders that multiple Avícola Group entities, including Reproductores Avícolas, S.A. (Case 01044-2012-00279), Compañía Alimenticia de Centroamérica, S.A. (Case 01045-2012-00210), and Industria Forrajera de Mazatenango, S.A. (Case 01045-2012-00242), obtained and executed on Lisa's shares, dividends, and participations across all group entities. Lisa characterized the filing of the prescription action as fraud upon the law: the same entities that materially prevented Lisa from collecting its dividends through embargo orders now sought to declare that right prescribed.
The court rejected all exceptions. On territorial jurisdiction, it found the legal acts at issue were performed in Guatemala. On subject-matter jurisdiction, it concluded the prescription action was not contemplated in the arbitration clause, without analyzing Article 3 of the Arbitration Law or Article 1039 of the Commercial Code. On the defective complaint, it characterized Lisa's arguments as merits issues. On conditions and terms, it found the legal relationship was not subject to any unfulfilled condition or term, without addressing the interruption of prescription by executed embargo orders or the contradiction that the same entities that embargoed the dividends now sought to prescribe them. Costs were imposed on Lisa, S.A.
Lisa, S.A., through its special judicial representative Rossana Mishelle Ramírez Paredes, filed a brief of grievances before the First Civil and Commercial Court of Appeals, challenging the March 31, 2025 order for errors of law in the analysis of the exceptions.
On lack of jurisdiction based on the arbitration clause, Lisa argued that the first-instance court made an overbroad and incorrect interpretation of the constitutional precedent (Case No. 1107-2010), applying a standard developed for structural corporate matters to a patrimonial dispute over dividend prescription. Lisa maintained that the Twenty-Fifth Clause of the bylaws expressly and unequivocally requires arbitration for disputes arising from corporate activities, and that the challenged order violates the principle of contractual autonomy.
On the defective complaint, Lisa argued that the complaint lacks specificity regarding the amount, form, and date of enforceability of the obligation, that the plaintiff failed to attach the articles of incorporation as a foundational document, and that the court failed to address the arbitration clause contained therein.
On failure to satisfy conditions and terms, Lisa reiterated that prescription was interrupted and suspended by embargo orders executed by the Avícola Group entities themselves on Lisa's dividends and shares, pursuant to Article 1506(1) of the Civil Code. This grievance connects directly to the pattern of contradictory conduct by the Avícola Group: the same entities that obtained the embargo orders now seek, through Inversiones Torre Nova, S.A., to prescribe the very dividends whose collection they themselves prevented.
Lisa also objected to the imposition of costs, arguing that it acted in good faith in exercise of its procedural rights. Lisa requested full revocation of the order, a ruling sustaining the exceptions, and exemption from costs.
The appeal remains pending resolution before the First Court of Appeals.
The First Civil and Commercial Court of Appeals must resolve Lisa, S.A.'s appeal against the denial of its preliminary exceptions. If the appellate court affirms the first-instance order, the case will proceed to the merits phase where the extinctive prescription of dividends will be litigated.