Summary Accounting Lawsuit (Villamorey)

Case File No. 14606-21 centers on Lisa, S.A.’s effort to compel Villamorey, S.A. to provide a formal accounting of the company’s administration and to disclose information—including dividends—that Villamorey has withheld from Lisa for more than a decade. From its inception, the case has turned on Villamorey’s obligation to account as a Panamanian corporation and Lisa’s long-established status as a 33.33% shareholder, supported by authenticated registry documents and share certificates.

The Fourth Civil Court admitted the action in February 2021 through Order No. 283, directing Villamorey to render accounts within 30 days. Villamorey did not comply. Instead, it delayed, denied, and attempted to avoid its obligation to disclose financial information. In April 2022, the Court declared Villamorey in contempt through Order No. 463, imposed daily fines, and required its legal representative to personally deliver the accounting. Villamorey again refused, leading the Court in August 2022 to issue Order No. 1234, which attached more than $44.9 million in retained dividends and imposed continuing sanctions for non-compliance.

Villamorey responded not by providing accounts but by filing procedural attacks—among them a claim of “tacit denial,” a recusal motion, and an amparo petition—none of which succeeded. The First Superior Tribunal rejected the amparo as legally improper, and later affirmed the contempt ruling on appeal. After the Fourth Civil Court judge was recused, the Fifth Civil Court assumed control of the matter, consolidated the contempt and recusal records, and continued the case.

In April 2023, the Fifth Civil Court briefly attempted to revoke the original admission of the action. Lisa appealed. On November 13, 2023, the First Superior Tribunal issued a decisive Appeal Ruling, revoking the lower court’s order and fully reinstating Lisa’s accounting case. The Tribunal held that Lisa had indeed proven its shareholder status, emphasized that shareholders possess broad statutory rights to investigate corporate affairs, and rejected Villamorey’s attempt to narrow or avoid those obligations.

Across the record, a consistent pattern emerges:
Villamorey has withheld corporate information and dividends; resisted judicial orders; and attempted to evade scrutiny by attacking procedure rather than complying with substantive obligations. The appellate courts, however, have repeatedly upheld the validity of Lisa’s claims and confirmed that Villamorey must render accounts and respond to the financial issues raised.

The core legal reality is now clear:
Lisa’s accounting action is reinstated and remains fully valid, the attachment orders and contempt findings stand, and Villamorey continues to bear an unfulfilled legal duty to disclose its management and account for dividends that belong to Lisa, S.A.