Ordinary Lawsuit for Damages and Losses

Case File No. 8853-24 centers on Lisa, S.A.’s ordinary damages action against Villamorey, S.A. and its representative, Juan Luis Bosch Gutiérrez, for the prolonged and unlawful withholding of dividends belonging to Lisa. The case demonstrates a continuous pattern in which Villamorey and Bosch—despite acknowledging Lisa’s 33.33% shareholding and repeatedly convening Lisa as shareholder—have refused to deliver dividends, denied access to financial information, and attempted procedural maneuvers to undermine Lisa’s standing. On April 12, 2024, the First Civil Court admitted Lisa’s damages claim, and on May 8, 2024, the Court corrected its order to formally include Bosch as a personal defendant after the omission was identified. This set the stage for the evidentiary phase, where the defendants were required to respond and face the merits of the claim.

The record shows that both Villamorey and Bosch proved unreachable for personal notification despite repeated attempts at their declared addresses. Judicial notifiers documented multiple failed visits to the offices of Galindo, Arias & López—Villamorey’s own resident agent—whose staff disclaimed any knowledge of the defendants. As a result, the Court issued an edict on September 16, 2024 summoning both Villamorey and Bosch to appear within ten business days, warning that a Defender of Absentees would be appointed if they failed to do so. Lisa then proved that the edict was published across five consecutive days in La Estrella de Panamá, perfecting service and allowing the process to move forward despite the defendants’ lack of cooperation.

Once notification was perfected, Lisa entered a comprehensive evidentiary submission establishing more than fifteen years of dividend withholding, including authenticated civil-court judgments, certifications from the Public Registry, corporate records, letters signed by Bosch acknowledging funds owed to Lisa, and official certifications showing that no liens or restrictions exist against Lisa. Lisa also requested an Exhibitory Proceeding requiring Villamorey’s resident agent to present accounting records, financial statements, and the shareholder register from 2008–2024—documents essential to quantifying withheld dividends and proving the financial damage suffered. Additional requests included declarations from Bosch and Villamorey’s legal representative, along with a forensic accounting expert examination to determine the total dividends owed, accumulated interest, and all related accounting annotations.

When the defendants attempted to introduce selective or incomplete documents—including a purported settlement agreement and a past letter-rogatory request—Lisa filed counter-evidence followed by formal objections. These filings demonstrate that the letter rogatory was ordered by a court, not initiated voluntarily by Lisa, and that supposed challenges to Lisa’s standing are contradicted by Villamorey’s own actions, which repeatedly summoned Lisa as shareholder from 2020 through 2024. Lisa argues that the defendants’ submissions are procedurally defective, irrelevant, and strategically designed to obscure the core facts: Villamorey’s and Bosch’s longstanding withholding of dividends and refusal to comply with their obligations.

As of the latest filings, the case remains active in its evidentiary phase. All procedural obstacles created by the defendants have been resolved through edict notification, and Lisa has formally presented evidence, counter-evidence, and objections. The unresolved issue before the Court is the full determination of damages arising from Villamorey’s years-long retention of Lisa’s dividends and the financial impact of the defendants’ refusal to recognize or honor Lisa’s shareholder rights.