Escobio Dividend Prescription Action Against Lisa Dismissed After Route Correction

I. Ordinary Lawsuit and Procedural Route Ruling

Order

Escobio, S.A. filed an ordinary civil action for extinctive prescription against Lisa, S.A. on February 24, 2017, seeking a judicial declaration that dividend payment obligations arising from profit distribution resolutions approved at various shareholder assemblies were time-barred. Had the claim succeeded, it would have extinguished Lisa's right to collect dividends owed as a 25% shareholder of Escobio.

Lisa, S.A., through its special judicial representative, Tito Enoc Marroquín Cabrera, filed a motion for revocation against the admission decree on two grounds: (1) that both parties are commercial entities and Article 1039 of the Commercial Code requires commercial summary proceedings for disputes between merchants, and (2) that the twenty-fifth clause of Escobio, S.A.'s articles of incorporation submits disputes between the company and its shareholders to summary proceedings before ordinary courts, pursuant to Article 13 of the Judiciary Act.

The Fourteenth Civil Court of First Instance determined that Escobio's claim was a liberatory action arising from purely commercial acts and that both the Commercial Code and the articles of incorporation precluded the ordinary route. The court granted the motion for revocation, revoked the admission decree, and rejected the complaint for having been filed under the wrong procedural route.

This ruling halted one of multiple attempts by the Avícola Villalobos Group to extinguish by prescription the dividend payment obligations owed to Lisa, S.A. Escobio's complaint is part of a coordinated series of prescription actions filed by various group entities, all targeting Lisa as a minority shareholder. The rejection of the complaint on procedural grounds strengthened Lisa's position against these attempts to undermine its dividend rights.