Inversiones Torre Nova Prescription Action Dismissed for Lack of Jurisdiction

I. Summary Proceeding and Preliminary Exceptions

Order

Guatemala's Sixth Pluripersonal Civil Court of First Instance sustained the preliminary exception of lack of jurisdiction filed by Lisa, S.A. and declined to hear the summary prescription action brought by Inversiones Torre Nova, S.A. over unpaid dividends. The court held that Clause 25 of Public Deed No. 89, through which Torre Nova was incorporated, requires shareholder disputes arising from the articles of incorporation to be resolved through equity arbitration under the Arbitration Law and the Conflict Resolution Commission of the Chamber of Industry of Guatemala. Finding that the claim to extinguish dividend payment obligations through prescription derives directly from the articles of incorporation, the court concluded it lacked jurisdiction.

Lisa based the jurisdictional exception on Article 11 of the Arbitration Law, which bars ordinary courts from hearing disputes subject to an arbitration agreement. Lisa also filed a second exception, arguing that Inversiones Torre Nova is legally prevented from claiming prescription because multiple courts have ordered embargoes on dividends, profits, and liquidation proceeds owed to Lisa, and that Torre Nova's administrator serves as judicial depositary of the embargoed funds. The court did not reach this second exception because the jurisdictional ruling was dispositive, leaving Lisa's embargo arguments without judicial resolution.

Practical effect: Inversiones Torre Nova's attempt to extinguish the dividend payment obligation through prescription was rejected in the civil courts. Lisa, S.A. prevailed and costs were imposed on Torre Nova. The dispute must be resolved, if at all, before an arbitral tribunal.