Opposition to Exclusion by Avícola Las Margaritas
Avícola Las Margaritas, S.A.(Compañía Alimenticia de Centroamérica, S.A.)
C. 01165-2011-1081
Summary
Lisa, S.A. filed a summary opposition lawsuit to challenge its exclusion as a shareholder of Compañía Alimenticia de Centroamérica, S.A., later merged into Avícola Las Margaritas, S.A. Lisa argued that the exclusion violated Guatemalan corporate law because it was adopted in an ordinary assembly instead of an extraordinary one, lacked financial basis for repurchasing shares, and was time-barred. The defendant alleged that Lisa had acted in bad faith and caused harm to the company, but failed to substantiate those claims.
Decisions
Whether Lisa’s exclusion as shareholder complied with corporate law and was within the legal time limit.
The court ruled in favor of Lisa, declaring its opposition well-founded. The exclusion agreement of April 5, 2011, was declared null and without legal effect. The defendant’s allegations were found unproven or time-barred.
Lisa retained its shareholder status; Avícola Las Margaritas was ordered to record that the exclusion had no legal effect. Costs were imposed on the defendant.
Avícola Las Margaritas appealed, arguing that the trial court failed to properly evaluate evidence and that Lisa’s exclusion was timely.
The Court of Appeals rejected the appeal, confirming that the exclusion was invalid because it was adopted outside the three-month legal period and without direct proof against Lisa.
First instance judgment was affirmed; Lisa’s shareholder rights remained intact.
Avícola Las Margaritas sought cassation, alleging misappreciation of evidence and misapplication of law.
The Civil Chamber found the cassation petition technically flawed and dismissed it in limine.
The dismissal of the cassation confirmed the finality of the rulings in Lisa’s favor.
Conclusion
The Guatemalan courts consistently upheld Lisa’s challenge, ruling that its exclusion as shareholder of Compañía Alimenticia de Centroamérica (later Avícola Las Margaritas) was illegal, time-barred, and without legal effect. Allegations against Lisa were dismissed as unproven and irrelevant. The cassation was thrown out on technical grounds, making the judgment final.