Avícola Villalobos files cassation after losing damages claim against Lisa
Nov 20 2024
Avícola Villalobos, S.A.
Avícola Villalobos, S.A., through its attorney-in-fact Juan Luis Aguilar Salguero, filed a cassation appeal on substantive grounds before the Civil Chamber of the Supreme Court of Justice against the appellate ruling of May 7, 2024, issued by the First Chamber of the Civil and Commercial Court of Appeals. The appeal seeks to reverse two consecutive rulings that dismissed the damages claim Avícola Villalobos brought against Lisa, S.A. under Article 228 of the Guatemalan Commercial Code. Both the first-instance ruling of July 4, 2023 and the appellate ruling concluded that the alleged damages were not established or proven in the proceeding.
Avícola Villalobos, S.A. filed a summary commercial damages action against Lisa, S.A. on March 12, 2012, before the Thirteenth Multi-Judge Civil Court of First Instance of Guatemala. The claim was based on Lisa, S.A.'s exclusion as a shareholder of Avícola Villalobos, resolved by the Ordinary General Shareholders' Assembly on April 4, 2011, allegedly motivated by dolous acts against the company. Avícola Villalobos invoked Article 228 of the Commercial Code, which provides that the excluded partner shall be liable for damages caused by the acts that motivated the exclusion.
Lisa, S.A. answered the complaint in the negative and raised peremptory exceptions. After the procedural stages were exhausted, the first-instance court issued its ruling on July 4, 2023, dismissing the claim, sustaining three of Lisa, S.A.'s peremptory exceptions, and imposing costs on Avícola Villalobos. Avícola Villalobos appealed, and the First Chamber of the Civil and Commercial Court of Appeals affirmed the first-instance ruling on May 7, 2024. A request for clarification and expansion was denied on August 13, 2024.
In the cassation appeal itself, Avícola Villalobos reproduces excerpts from Lisa, S.A.'s answer to the complaint, in which Lisa explained that its judicial and extrajudicial actions had a common origin: the failure to pay dividends. Lisa, S.A. stated that since 1996, dividends were paid incompletely and that from the year 2000 onward, it received no dividend payments from any of the Avícola Villalobos Group entities, including Avícola Villalobos, S.A. The appeal also reproduces Lisa, S.A.'s reference to an economic study valuing Lisa's shares in the Avícola Villalobos Group at $518,090,865.00 and quantifying unpaid dividends since 1999.
The appeal invokes the substantive ground under Article 620 of the Civil and Commercial Procedural Code, with two sub-grounds: error of fact in the appreciation of evidence through distortion (Article 621, subsection 2) and erroneous interpretation of the law (Article 621, subsection 1), alleging infringement of Article 228 of the Commercial Code.
In summary, Avícola Villalobos argues that the courts distorted two notarial deeds documenting Lisa, S.A.'s exclusion by recognizing only the exclusion itself without acknowledging that the same documents establish Lisa's responsibility for the acts that motivated it, and that the court erroneously interpreted Article 228 by requiring independent proof of damages when, according to the appellant, those damages would be inherent to the dolous acts that motivated the exclusion.
This cassation appeal forms part of a pattern of weaponization of the legal system by the Avícola Villalobos Group against Lisa, S.A. The damages claim was based on Lisa's exclusion as a shareholder, an exclusion that Lisa, S.A. has characterized as a maneuver to strip it of its corporate rights. The alleged "dolous acts" that motivated the exclusion were, according to Lisa's own defense as reproduced in the appeal, judicial and extrajudicial actions motivated by the nonpayment of dividends since the year 2000.
The cassation appeal perpetuates a central contradiction: Avícola Villalobos excluded Lisa, S.A. as a shareholder for pursuing legal actions to claim unpaid dividends, and then sued Lisa for the alleged damages arising from those same actions. After losing at two judicial levels, both of which found the damages unproven, Avícola Villalobos persists through this extraordinary remedy, claiming Q94,410,079.60 in determined patrimonial damages plus generic condemnation for undetermined damages. The appeal itself acknowledges that Lisa, S.A. has not received dividends since the year 2000 and that the value of its shares in the Avícola Group amounts to hundreds of millions of dollars, facts that the appellant does not dispute but rather reproduces verbatim from Lisa's answer to the complaint.
The appellate ruling, as quoted in the appeal, expressly recognized that under Article 228 of the Commercial Code, Lisa, S.A. would be liable for damages arising from its exclusion, but concluded that the damages were neither established nor proven in the proceeding. The First Chamber of the Court of Appeals also determined that the publications alleged as a source of reputational harm were carried out by individuals unrelated to Lisa, S.A., without proof that they acted on its behalf, and that legal defense costs do not constitute compensable damages but rather litigation costs.
Lisa, S.A. filed a brief opposing the cassation appeal on August 11, 2025, seeking its dismissal.