Claims Over Dividend Prescription by Administradora de Restaurantes
Administradora de Restaurantes, S.A.
C. 01042-2017-01051
Summary
This case is an ordinary action for extinctive prescription (statute of limitations) filed by Administradora de Restaurantes, S.A. against Lisa, S.A.. The plaintiff sought a declaration that dividend obligations arising from seven General Shareholders’ Meetings (2001, 2004, 2005, 2008, 2009, 2010, and 2011) were time-barred after five years. Lisa, S.A. opposed, arguing that dividends were never paid due to bad faith acts by Grupo Avícola Villalobos, that judicial actions had interrupted prescription, and that dividend rights constitute property rights not subject to prescription.
Decisions
The court reviewed whether the dividend obligations decreed by multiple shareholder meetings (2001–2011) had prescribed, as argued by Administradora de Restaurantes, S.A., and also examined Lisa, S.A.’s exceptions contesting the action.
The court rejected the negative defense and all peremptory exceptions raised by Lisa, S.A. (lack of truth in plaintiff’s claims; lack of legal grounds to invoke prescription; interruption of prescription; inexistence of prescription). The court also rejected the plaintiff’s prescription action, holding that under Guatemalan law, dividend rights cannot be extinguished by extinctive prescription since they are recognized as property rights of shareholders.
The extinctive-prescription action failed in first instance; Lisa, S.A. retained its dividend rights.
Conclusion
The extinctive-prescription lawsuit filed by Administradora de Restaurantes, S.A. against Lisa, S.A. was dismissed. The court held that dividends decreed by the shareholders’ meetings between 2001 and 2011 could not be extinguished by prescription. All of Lisa, S.A.’s defenses were admitted in substance, and the plaintiff’s claim was rejected. As a result, Lisa, S.A. preserved its rights to the unpaid dividends, and the attempt to strip those rights through prescription definitively failed in first instance.