Ordinary Lawsuit of High Value
C. 556-99 • Eleventh Civil Circuit Court
Villamorey and Bosch’s Unlawful Withholding of Dividends After Setoff
Case File No. 556-99 ultimately turns on the legal effect and continuing force of Order No. 2277-2018, which resolved the execution of judgment by directing Villamorey, S.A. to satisfy the outstanding amount of $894,718 through compensation using the dividends belonging to Lisa, S.A. that Villamorey had held under judicial deposit since 2008. This order—final, binding, and consistently upheld by the appellate courts and the Supreme Court—confirmed not only that Villamorey had retained Lisa’s dividends for years, but also that such funds were lawfully available to extinguish the judgment and that no further embargoes or restrictions would remain in force thereafter.
The record establishes that Villamorey and its legal representative, Juan Luis Bosch Gutiérrez, accepted and exercised the role of judicial depositary, with all corresponding statutory obligations. In November 2008, Bosch formally advised the Eleventh Civil Court that the seized dividends were “at the disposal of the Court, at any moment,” an explicit acknowledgment of judicial custody. When the Court later determined that those dividends far exceeded the judgment amount, Order No. 2277-2018 required Villamorey to execute payment through compensation and, by implication, return any surplus funds to Lisa, S.A.
Despite this clear mandate, Villamorey and Bosch have failed to comply with their duties as judicial depositaries, have retained dividends beyond what the law permits, and have maintained an erroneous embargo annotation in the shareholder registry. From February to April 2025, Lisa, S.A. filed multiple motions seeking enforcement of Order No. 2277-2018, requesting that the Court compel restitution, require a formal accounting, and consider contempt sanctions for Bosch’s continued refusal to return funds held under judicial authority.
The judicial proceedings are fully concluded. Order No. 2277-2018 remains the operative directive.
The outstanding issue is Villamorey and Bosch’s ongoing non-compliance with their legal obligations as judicial depositaries.
Rejects Lisa’s claims and grants Villamorey’s counterclaim
The Panamanian court dismissed Lisa’s claims without ruling on the merits and partially upheld Villamorey’s counterclaim for $200,000 in legal damages.
Imposes seizure over Lisa’s shares and dividends
The Eleventh Civil Circuit Court issued a seizure order against Lisa, S.A., allowing the temporary retention of dividends and shares—limited to $281,172.85. Rather than honoring the court's clear limitations, Villamorey used the order as a pretext to withhold all of Lisa’s dividends for over a decade, despite the dividends far exceeding the amount of the seizure order.
Bosch states Lisa’s dividends are at court’s disposal
Juan Luis Bosch Gutiérrez, on behalf of Villamorey, confirmed to the court that the ordered seizure of Lisa’s dividends had been carried out and that the funds remained available to the court.
Modifies costs but upholds rejection of Lisa’s claims
The First Superior Tribunal confirmed the 2008 ruling against Lisa and adjusted the legal cost penalties to $669,200.
Orders payment through dividend compensation
The Eleventh Civil Circuit Court issued Order No. 2277, instructing Villamorey to pay the $894,718 judgment using Lisa’s retained dividends—wherever located, including funds held in Guatemala or elsewhere.
The court firmly rejected Villamorey’s attempt to auction Lisa’s shares, emphasizing that the company had more than enough of Lisa’s funds under its control to satisfy the judgment.
At this point, there were no remaining court orders or restrictions against Lisa, S.A. in Panama. Accordingly, the balance of the retained dividends—after covering the judgment—should have been returned to Lisa, along with any future dividends declared
Villamorey, however, failed to comply. It continued to unlawfully retain Lisa’s dividends, in open defiance of the court’s directives.
Tribunal declines review of Order 2277-2018
The First Superior Tribunal rejected Villamorey’s appeal of Order 2277-2018, ruling that procedural enforcement orders were not appealable under Panamanian law.
Rejects challenge to order enforcing dividend compensation
The Supreme Court dismissed Villamorey’s amparo, confirming that its procedural rights were not violated when the First Tribunal declined to hear an appeal on execution orders related to Lisa’s dividends.
Declares requests inadmissible after compensation
Court rejects Lisa, S.A.’s request to lift embargo, holding compensation already resolved execution issues.
Lisa requests compliance with dividend return order
Lisa filed a motion requesting that Villamorey and Bosch return dividends seized since 2008. Lisa argued that the judgment had been satisfied and no embargoes remained, so the funds must be returned.
Lisa accuses Bosch of contempt for not returning funds
Lisa asked the court to hold Bosch in contempt under Article 1932(8) of the Judicial Code for failing to return dividends held under court order and not rendering any accounting since 2008.
Lisa reiterates order to return withheld dividends
Lisa renewed its demand for the return of dividends and requested that Bosch be declared in contempt under Article 536. Lisa noted Bosch’s attorney falsely claimed no return order existed.
Lisa requests enforcement of dividend return order
Lisa submitted new evidence showing a false embargo annotation is still recorded in Villamorey’s shareholder registry. Lisa claims Bosch and Villamorey misled the court and obstructed the return of funds.