On December 9, 2025, the Third Civil and Commercial Court of Appeals issued its <doc id="gua-01046-2018-00217-2025-12-09-a" />, affirming in full the first-instance <doc id="gua-01046-2018-00217-2024-04-02-a" /> that dismissed Avícola Villalobos, S.A.'s extinctive prescription claim, and ordered Avícola to pay costs at both instances.
Avícola Villalobos, S.A. filed a commercial summary lawsuit against Lisa, S.A. seeking a judicial declaration that its obligation to pay dividends approved at the Annual General Shareholders' Meeting of May 24, 2012, covering fiscal year 2011 and accumulated prior-year dividends, had been extinguished by prescription. The Twelfth Civil Court of First Instance dismissed the claim, holding that Avícola failed to prove with certainty when the dividend obligation became legally enforceable, an essential prerequisite for computing the prescription period. Avícola filed a constitutional amparo challenging the admission of BDT Investments Inc. as a supporting co-party of Lisa, which was denied with costs and a fine. The Third Civil and Commercial Court of Appeals affirmed the first-instance judgment in full, ordering Avícola to pay costs at both instances and leaving Lisa's dividend rights intact.
Avícola Villalobos, S.A. filed a commercial summary lawsuit (juicio sumario mercantil) seeking a declaration that its obligation to pay dividends to Lisa, S.A., as approved at the Annual General Shareholders' Meeting of May 24, 2012, had been extinguished by prescription. The dividends corresponded to the fiscal year ending December 31, 2011, plus accumulated dividends from prior years. Avícola alleged that the obligation became enforceable the day after the assembly, that funds were made available at the company's registered office, and that the five-year prescription period elapsed on May 23, 2017.
Lisa, S.A. filed preliminary exceptions, which were denied. Having failed to answer the complaint within the statutory period, Lisa was declared in default, and the complaint was deemed answered in the negative.
In its <doc id="gua-01046-2018-00217-2024-04-02-a" /> of April 2, 2024, the Twelfth Civil Court of First Instance focused its analysis on enforceability (exigibilidad) of the obligation, the essential prerequisite for computing prescription under Article 1508 of the Civil Code. Avícola never submitted the articles of incorporation (escritura constitutiva) as evidence, the document necessary to determine whether provisions existed regarding the manner and timing of dividend payments. The extract of the May 24, 2012 assembly minutes did not specify payment conditions, deadlines, or method of payment. The court evaluated each piece of evidence submitted by Avícola, including Mercantile Registry certifications and statements from the chairman of the board, and concluded that none established with certainty when the obligation became enforceable.
The court dismissed the prescription claim and ordered Avícola Villalobos to pay procedural costs. Avícola's attempt to extinguish by prescription its own obligation to pay dividends, without having proven when that obligation became enforceable, was rejected for evidentiary insufficiency.
Avícola Villalobos, S.A. filed a constitutional amparo before the Third Civil and Commercial Court of Appeals, challenging the Twelfth Court's resolution admitting BDT Investments Inc. as a supporting co-party (tercero coadyuvante) of Lisa, S.A. in the summary proceeding for extinctive prescription of dividends identified as <law id="gua-01162-2017-00735" />. The petitioner alleged due process violations, arguing that BDT failed to demonstrate a certain and direct interest in the proceeding and that the court resolved the third-party intervention prematurely by decree.
In its <doc id="gua-01010-2024-00078-2025-01-27-a" /> of January 27, 2025, the amparo tribunal concluded that the challenged authority acted in accordance with the law, that the amparo constituted an improper use of the constitutional guarantee as an ordinary remedy, and that the element of constitutional grievance required for viability was absent. The amparo was denied, Avícola was ordered to pay costs, and a fine of Q 1,000.00 was imposed on its counsel. The failure of this procedural maneuver confirmed the legitimacy of BDT's intervention as a supporting co-party of Lisa.
Avícola Villalobos, S.A. appealed the first-instance <doc id="gua-01046-2018-00217-2024-04-02-a" /> of April 2, 2024, raising two grievances: (i) that the trial court failed to apply Articles 134 and 154 of the Commercial Code, which, according to Avícola, established that the shareholders' meeting alone fixed the enforceability of the dividends, and (ii) that the judge acted ex officio by deeming insufficient the certificate from the Chairman of the Board of Directors and suggesting that the Judicial Services Center should certify the absence of lawsuits.
Lisa, S.A. argued that the documentary evidence proved only that the assembly took place, but did not establish a certain enforceability date or that Lisa was a shareholder of Avícola Villalobos.
In its <doc id="gua-01046-2018-00217-2025-12-09-a" /> of December 9, 2025, the Third Civil and Commercial Court of Appeals rejected both grievances. On the first, it held that the existence of the assembly does not by itself fix the moment of enforceability of dividend payments, and that the invoked articles do not regulate the manner or timing for the right to become enforceable. On the second, it concluded that the trial court legitimately exercised its authority to evaluate evidence under Articles 123 and 128 of the Civil and Commercial Procedure Code, without engaging in prohibited ex officio conduct.
The first-instance judgment was affirmed in full and Avícola Villalobos was ordered to pay appellate costs. Avícola's attempt to obtain a judicial declaration extinguishing its own obligation to pay dividends to Lisa was rejected at every level.
The prescription claim was rejected at first instance and affirmed on appeal, leaving Lisa, S.A.'s dividend rights fully intact. It remains to be seen whether Avícola Villalobos files a cassation appeal before the Supreme Court of Justice.