Exp. 01162-2017-00735 · Summary Action for Extinctive Prescription
On April 19, 2024, the Twelfth Civil Court of First Instance denied the revocatoria motion filed by Reproductores Avícolas, S.A. challenging the admission of BDT Investments Inc. as a third-party co-litigant supporting Lisa, S.A., confirming BDT's participation in the proceeding.
Reproductores Avícolas, S.A. filed a commercial summary proceeding against Lisa, S.A. before Guatemala's Twelfth Civil Court of First Instance, seeking a declaration that Lisa's right to collect dividends had prescribed through the passage of more than five years without a claim. In 2024, BDT Investments Inc., assignee of Lisa's rights under a Transaction Agreement valued at $19,184,680.00, sought admission as a third-party co-litigant supporting the defendant. The court admitted BDT and denied the revocatoria motion filed by Reproductores Avícolas challenging the admission, holding that the propriety of the third-party intervention must be resolved in the final judgment together with the principal matter. The substantive issues regarding prescription of dividends owed to Lisa remain pending.
This chapter covers BDT Investments Inc.'s request to join as a third-party co-litigant supporting Lisa, S.A. in the summary proceeding on dividend prescription filed by Reproductores Avícolas, S.A., and the plaintiff's challenge to that admission.
The Twelfth Civil Court of First Instance admitted BDT Investments Inc. as a third-party co-litigant (tercero coadyuvante) supporting Lisa, S.A. in the summary proceeding filed by Reproductores Avícolas, S.A. BDT submitted a Transaction Agreement with Lisa under which Lisa assigned and transferred to BDT rights and obligations related to the disputes with the Avícola group of companies, for a value of $19,184,680.00. The court recognized BDT's legal representation, admitted its participation in the proceeding in its current state, and noted the evidence offered.
BDT's intervention strengthens Lisa's procedural position in a lawsuit whose stated purpose is the extinctive prescription of Lisa's right to collect dividends, a claim that forms part of the Avícola Group's pattern of legal actions aimed at extinguishing outstanding obligations owed to Lisa as a shareholder.
Reproductores Avícolas, S.A. filed a revocatoria motion challenging BDT's admission, arguing that BDT failed to demonstrate a certain and proper interest, that the Transaction Agreement only assigned rights related to "Grupo Avícola" without specifically naming Reproductores Avícolas or referencing this proceeding, that the notarial protocolization was defective, and that the assignment of rights for $19,184,680.00 did not comply with Value Added Tax obligations.
The court declared the revocatoria without merit on two grounds. First, admission of a third-party co-litigant does not substitute the defendant or alter the plaintiff's procedural position, so no prejudice exists. Second, under Article 551 of the Civil and Commercial Procedure Code, third-party interventions in non-execution proceedings are resolved together with the principal matter in the final judgment. Reproductores' objections regarding documentary defects and tax non-compliance will be evaluated at that stage.
The procedural context reveals a significant dynamic: Reproductores Avícolas brings a proceeding to declare Lisa's dividend rights prescribed while simultaneously seeking to exclude from the proceeding the entity that acquired those very rights for $19,184,680.00. Reproductores itself acknowledges that the subject of this lawsuit is "the loss of a right by Lisa, S.A., that is, the payment of dividends due to the passage of more than five years without a claim." The confirmation of BDT's participation strengthens the defense against this strategy to extinguish the dividend obligation.
The summary proceeding on dividend prescription remains pending final judgment, in which the court must rule on both the merits of the prescription claim and the propriety of BDT Investments Inc.'s third-party intervention.