Constitutional Court upholds amparo denial, bars joinder of shareholder exclusion proceedings
Oct 17 2018
Constitutional Court
The Constitutional Court, in its ruling of October 17, 2018 (Expediente 2611-2018), confirmed the denial of amparo filed by Compraventa de Productos Alimenticios, S.A., an Avícola Villalobos Group entity, against the Third Chamber of the Court of Appeals. The Third Chamber had revoked the joinder of two summary shareholder-exclusion opposition lawsuits filed by Lisa, S.A. against separate entities within the same corporate group. The Court concluded that each defendant company has independent corporate development requiring separate analysis, and that revoking the joinder caused no constitutional injury. The ruling preserved Lisa's right to litigate each exclusion independently.
Lisa, S.A. filed a summary opposition to shareholder-exclusion lawsuit against Compraventa de Productos Alimenticios, S.A. before the Twelfth Civil Court of First Instance of Guatemala (Expediente 01162-2011-01095). Separately, Lisa filed an identical proceeding against Avícola Las Margaritas, S.A. before the Fourteenth Civil Court of First Instance. Both defendant entities belong to the Avícola Villalobos Group, and both shareholder assemblies had resolved to exclude Lisa as a shareholder.
During the proceedings, Compraventa requested joinder of both cases. The Twelfth Court granted the request. Lisa appealed, and the Third Chamber of the Court of Appeals granted the appeal and revoked the joinder on September 20, 2016. Compraventa filed amparo before the Supreme Court of Justice, Amparo and Preliminary Hearing Chamber, on November 30, 2016. On October 12, 2017, the Chamber denied the amparo as manifestly inadmissible, imposed costs on Compraventa, and fined its counsel, Ana Lucrecia Palomo Marroquín de Ortiz, Q.1,000. Compraventa appealed to the Constitutional Court.
Compraventa argued that the Third Chamber violated due process by revoking the joinder. It contended that both shareholder assemblies excluded Lisa for a single cause, and that Article 538(1) of the Civil and Commercial Procedural Code required joinder. On appeal, Compraventa reiterated these arguments and maintained it was not seeking to turn amparo into a reviewing instance but rather to have the due process violation analyzed at the appellate level.
Lisa, S.A., as interested third party, argued the amparo was inadmissible. It pointed out that the joinder request was filed before the court hearing the more recent case, violating Article 541 of the Civil and Commercial Procedural Code, which requires joinder be requested before the court hearing the older case. Lisa further argued that the exclusion resolutions are contained in different notarial instruments, failing the same-cause requirement of Article 538. It concluded that no injury existed that could be remedied through amparo. The Public Prosecutor's Office, through the Constitutional Affairs Division, concurred with the first-instance ruling.
The Constitutional Court analyzed the amparo under the standard of constitutional injury and determined that the Third Chamber acted lawfully in revoking the joinder.
Corporate independence. Although both proceedings involved shareholder-exclusion opposition, the defendant companies (Compraventa and Avícola Las Margaritas) have independent corporate development. Their bylaws, assembly decisions, and factual circumstances must be analyzed separately. The outcome of one exclusion proceeding cannot determine the other, and each may produce opposite or contrary results.
No identity of cause. Citing Montero Aroca and Chacón Corado, the Court reiterated that joinder requires compliance with the prerequisites of Article 539 of the Civil and Commercial Procedural Code: party request, same class of proceeding, and same instance. While the subject matter is similar, the facts underlying each exclusion are distinct. The Court cited its own precedents (Expedientes 1231-2010 and 3093-2014) in support.
No review of merits. Amparo does not constitute a reviewing instance over ordinary court decisions, per Article 203 of the Constitution. Disagreement with the outcome is not sufficient cause for amparo to proceed.
"Se determina que tanto la causa como el objeto litigioso, a pesar de ser parecidos en su contenido, no pueden generar la obligación y/o necesidad de tramitarlos en un solo proceso para que se decidan por una misma sentencia; por el propio desarrollo independiente de las Sociedad Anónimas, sujetos pasivos en las relaciones procesales analizadas, cuyos estatutos, formas y decisiones de cada asamblea de accionistas debe ser analizada de manera independiente" (Page 10)
On July 2, 2025, the Twelfth Pluripersonal Civil Court of First Instance confirmed that this case had been accumulated into Expediente No. 01041-2011-00110 by order of the Seventh Civil Court of First Instance dated September 19, 2017, and transferred there on November 24, 2017. All subsequent filings are processed under that case (order of July 2, 2025).