Claims Over Dividend Prescription by Avícola Las Margaritas

Avícola Las Margaritas, S.A. sought a declaration of extinctive prescription. Lisa, S.A. raised the preliminary exception of failure of condition, arguing that multiple embargoes, many promoted by Avícola companies themselves, had frozen Lisa’s dividend rights, making payment legally impossible.

The court upheld the exception of failure of condition. It found that Lisa’s dividends were subject to embargoes ordered by several civil courts at the request of Avícola entities, and that these embargoes remained in force. Because payment was suspended by these embargoes, prescription could not run. The extinctive-prescription claim was therefore rejected, and Avícola Las Margaritas, S.A. was ordered to pay costs.

The extinctive-prescription action failed in first instance; Lisa, S.A. preserved its dividend rights.

The court heard testimony from Avícola Las Margaritas, S.A. as the successor entity responsible for Compañía Alimenticia de Centroamérica, S.A. The interrogation focused on dividend rights and embargoes affecting Lisa, S.A.

The representative acknowledged that shareholders, including Lisa, S.A., had immediate rights to dividends, but confirmed that embargoes had been imposed and recorded in the shareholder registry. He admitted that more than five years had elapsed between a demand letter and the lawsuit, but recognized that embargoes had prevented payment.

The testimony reinforced Lisa, S.A.’s position: embargoes promoted by Avícola itself prevented dividend payments, blocking prescription from taking effect.

Avícola Las Margaritas, S.A. seeks to declare prescribed the dividend obligations decreed in the 2016 General Shareholders’ Meeting. Lisa, S.A. argues that the payment was never enforceable because the same meeting left its execution to the discretion of the administration, meaning the prescription period never began to run. Furthermore, the dividends were subject to judicial embargoes, which legally prevented payment and suspended any possible prescription.

Lisa, S.A. requested that the action for prescription be declared unfounded ('sin lugar'), that all peremptory defenses be upheld, that the obligation to pay dividends remain valid, and that Avícola Las Margaritas, S.A. be ordered to pay costs for acting in bad faith.

Lisa, S.A. filed a defensive brief opposing the extinctive-prescription claim and requested that the court reject it.