Lisa, S.A. filed closing arguments in <doc id="gua-01163-2022-01188-2025-08-18-a" /> on August 18, 2025, completing its first-instance defense. In a related proceeding, the Ninth Civil Court issued <doc id="gua-01163-2022-01188-2025-09-08-a" /> rejecting the nullity action brought by Avícola Las Margaritas against BDT Investments, Inc.'s power of attorney, granting the exception of lack of standing and imposing costs on the plaintiff.
Avícola Las Margaritas, S.A. (successor by merger of Importadora de Alimentos de Guatemala, S.A.) filed a summary extinctive prescription action against Lisa, S.A. before the Thirteenth Multi-Judge First Instance Civil Court of Guatemala. The plaintiff seeks a judicial declaration that the obligation to pay dividends decreed at the Annual General Shareholders' Meeting of June 10, 2014, for fiscal year 2013, is time-barred. Lisa, S.A. defends that the obligation never became exigible because the Board of Directors never set the date or form of payment, and because six active judicial embargoes, obtained by entities of the Avícola Villalobos Group itself, prevent free disposition of the dividends. The case is pending judgment following Lisa, S.A.'s closing arguments in <doc id="gua-01163-2022-01188-2025-08-18-a" /> of August 2025.
On May 28, 2025, Lisa, S.A. submitted <doc id="gua-01163-2022-01188-2025-05-28-a" />, a set of twenty-four interrogatory questions for the legal representative of Avícola Las Margaritas, S.A. to answer before the Thirteenth Multi-Judge First Instance Civil Court. The responses yielded admissions central to the defense: the deponent confirmed that Lisa, S.A. is a registered shareholder entitled to dividends, that clause sixteen of the articles of incorporation reserves to the Board of Directors the authority to determine the date and form of payment, and that no written communication was sent to Lisa, S.A. setting those terms. On embargoes, the deponent confirmed that six judicial embargoes encumber Lisa, S.A.'s shares, dividends, and liquidation proceeds, that the General Manager of Avícola Las Margaritas serves as judicial depositary of the embargoed assets, and that a legal impediment prevents payment. Question 24 is conclusive: if required to pay, the company would respond that it cannot, because embargoes decreed by competent judges exist on those dividends. Questions 20 and 21 established that the entities that obtained the embargoes belong to the Avícola Villalobos Group, the same corporate group that now seeks to declare prescribed the obligation its own affiliated companies prevent from being fulfilled.
The auditing followed on June 6, 2025, when Lic. Orlando David Beza Agustín (Bar No. 9042) submitted <doc id="gua-01163-2022-01188-2025-06-06-a" /> after examining the corporate books of Avícola Las Margaritas, S.A. on May 29, 2025. The auditor verified that Lisa, S.A. appears as a shareholder holding 375 shares at folio 0002 of the Shareholder Registry, and that six judicial embargoes on Lisa, S.A.'s shares, dividends, and profits are annotated on the reverse of that folio, none of which has been lifted. Regarding the Assembly Minutes Book, the auditor found that minute number 19, corresponding to the assembly of June 10, 2014, approved the distribution of profits for fiscal year 2013 but did not specify the date, form, or amount of payment of dividends corresponding to Lisa, S.A. The auditor added a technical observation: under standardized accounting principles, it falls to Management to determine the form, date, and amount of payment once distribution is decreed, reinforcing the position that the obligation was never exigible.
On August 18, 2025, Lisa, S.A., through counsel Paola Arana Estrada, filed <doc id="gua-01163-2022-01188-2025-08-18-a" />, articulating two axes of defense. The first is the non-exigibility of the obligation: clause 16(d) of the articles of incorporation reserves to the Board of Directors the determination of the date and form of payment of approved dividends, rendering the obligation conditional under Article 1592 of the Civil Code. The expert audit of June 6, 2025 in <doc id="gua-01163-2022-01188-2025-06-06-a" /> confirmed that the Board never set those terms, so the suspensive condition was not fulfilled and the prescriptive period could not begin to run.
The second axis is the legal impossibility of prescription running on embargoed assets. The six active embargoes, annotated between 2000 and 2012, keep Lisa, S.A.'s dividends outside its patrimonial sphere. Lisa, S.A. grounds its position in Articles 1974, 1978, 1979, and 1998 of the Civil Code and Articles 34, 35, and 40 of the Code of Civil and Commercial Procedure, arguing that Avícola Las Margaritas, as judicial depositary, bears the obligation to safeguard and collect the embargoed assets. The contradiction is direct: Avícola Villalobos Group entities obtained the embargoes that prevent payment, and Avícola Las Margaritas itself now seeks to extinguish by prescription the same obligation it retains as depositary.
Lisa, S.A. requested dismissal of the complaint and a ruling sustaining five peremptory exceptions: inadmissibility for lack of veracity in the constitutive facts of the alleged prescription, failure to meet the legal prerequisites for prescription, lack of free disposition by both parties over the dividends, violation of third-party rights through existing precautionary measures, and judicial and extrajudicial actions that interrupted the prescriptive period.
In a related proceeding (Expediente 01043-2024-00640), Avícola Las Margaritas, S.A. filed an ordinary nullity action against the public instrument through which BDT Investments, Inc. constituted a special judicial power of attorney in favor of Rossana Mishelle Ramírez Paredes, seeking to prevent BDT from intervening as third-party coadjutant in the prescription action. On September 8, 2025, the Ninth Multi-Judge First Instance Civil Court issued <doc id="gua-01163-2022-01188-2025-09-08-a" />, which granted the prior exception of lack of standing filed by Ramírez Paredes: the entity presumably affected by BDT's actions is Lisa, S.A., not Avícola Las Margaritas, so it is Lisa that holds the right to challenge the instrument if it deemed it appropriate. Costs were imposed on Avícola Las Margaritas, S.A. The ruling exposes an attempt at procedural obstruction, as Avícola Las Margaritas sought to neutralize the participation of a third party that could support Lisa, S.A.'s defense.
The summary extinctive prescription action is pending first-instance judgment. The evidentiary record, including the admissions of the legal representative of Avícola Las Margaritas and the independent audit report, supports Lisa, S.A.'s defense that the obligation was never exigible and that prescription could not run on dividends held under six judicial embargoes.