In its <doc id="gua-01046-2020-00058-2021-02-11-a" /> of February 11, 2021, the Constitutional Court upheld the amparo in favor of Lisa, S.A., ordering the Fifth Civil Court of First Instance to issue a new ruling on the revocation motion regarding the procedural track within five days.
San José El Recuerdo, S.A. filed an ordinary lawsuit for extinctive prescription of the obligation to pay dividends against Lisa, S.A. before the Fifth Civil Court of First Instance of the department of Guatemala. Lisa challenged the admission of the complaint in the ordinary track, arguing that the dispute should proceed as a summary trial under Article 1039 of the Commercial Code and the twenty-fifth clause of San José El Recuerdo's articles of incorporation. After the lower court denied Lisa's revocation motion, Lisa obtained constitutional protection from the Third Civil and Commercial Court of Appeals, which the Constitutional Court upheld in its <doc id="gua-01046-2020-00058-2021-02-11-a" /> of February 11, 2021, ordering the lower court to reexamine the procedural track.
San José El Recuerdo, S.A. filed an ordinary lawsuit for extinctive prescription of the obligation to pay dividends against Lisa, S.A. before the Fifth Civil Court of First Instance of the department of Guatemala (file 01010-2020-00030). On January 24, 2020, the court admitted the complaint in the ordinary track and served Lisa. On February 6, 2020, Lisa filed a revocation motion arguing that the dispute should proceed as a summary trial under Article 1039 of the Commercial Code (both parties being commercial entities) and under the twenty-fifth clause of San José El Recuerdo's articles of incorporation, which provides that disputes between the company and its shareholders shall be resolved in summary proceedings. The court denied the revocation, holding that it was not the proper remedy and that Lisa's arguments should instead be raised through preliminary exceptions.
San José El Recuerdo's effort to declare the dividend payment obligation extinguished by prescription forms part of a broader pattern of litigation by the Avícola Villalobos Group aimed at eliminating the payment obligations owed to Lisa, S.A. as a minority shareholder. The choice of the ordinary track is notable: by channeling the dispute into a longer, more formalistic procedure, San José El Recuerdo prolonged the uncertainty over Lisa's rights and deferred any definitive resolution.
Lisa sought amparo before the Third Civil and Commercial Court of Appeals, which granted constitutional protection on August 7, 2020, ordering the lower court to issue a new ruling addressing the arguments of the revocation motion. San José El Recuerdo appealed. On February 11, 2021, the Constitutional Court issued its <doc id="gua-01046-2020-00058-2021-02-11-a" />, denying the appeal and upholding the first-instance amparo in favor of Lisa, S.A.
On appeal, San José El Recuerdo argued that the first-instance ruling failed to reach the substantive issue, that Lisa is no longer a shareholder (rendering the contractual summary-proceedings clause inapplicable), and that no constitutional injury existed because Lisa had filed preliminary exceptions raising the same arguments. Lisa responded that the central issue was precisely the viability of the revocation motion, that the twenty-fifth clause remained applicable because the very object of the lawsuit (declaring the dividend obligation extinguished) arises from the shareholder relationship and commercial law, and that the lower court had declined to examine the merits of her challenge. The Attorney General's Office, through its Constitutional Affairs Division, endorsed Lisa's position and requested confirmation.
The Court held that the challenged ruling did not decide whether the case should proceed as ordinary or summary, but rejected the revocation on the ground that it was not the proper remedy. Applying the standard of file 5315-2015 (ruling of November 23, 2017), the Court reaffirmed that revocation is the proper remedy to seek reexamination of the admission of a complaint in civil proceedings when the deficiency cannot be addressed through preliminary exceptions. Because Lisa's objection does not fall within the grounds for preliminary exceptions under Article 116 of the Civil and Commercial Procedural Code, revocation was the appropriate remedy. The Court reinforced this conclusion by citing file 2919-2019 (ruling of October 17, 2019), an analogous dispute over the procedural track of an extinctive prescription action concerning dividend obligations.
The ruling orders the Fifth Civil Court of First Instance to issue a new decision addressing the arguments of the revocation motion within five days, under penalty of a Q1,000.00 fine, with no special award of costs. For Lisa, the decision is a procedural victory that compels the lower court to confront whether the summary track governs the dividend prescription dispute, with the potential to reshape the trajectory of the underlying litigation.
The Fifth Civil Court of First Instance's new ruling on whether the extinctive prescription complaint should proceed in the summary track remains pending, as ordered by the Constitutional Court.