Panama Litigation
Court Orders Require Villamorey to Pay Lisa More Than $51 Million in Withheld Dividends
For more than fifteen years, Lisa, S.A. has pursued litigation in Panama to recover tens of millions of dollars in declared dividends unlawfully withheld by Villamorey, S.A. These dividends, retained under the authority of Villamorey’s president Juan Luis Bosch Gutiérrez, acting as Judicial Depositor, remain unpaid despite clear and binding court orders.
The Eleventh Civil Court of Panama first applied the doctrine of legal setoff in Order No. 2277-2018, extinguishing Lisa’s debt to Villamorey and obligating Villamorey to release the remaining dividends held on deposit. The same judge later issued Order No. 2567 on December 12, 2021, formally quantifying the enforceable amount owed to Lisa as $51.6 million USD.
Despite these orders, Villamorey and Juan Luis Bosch refused to release Lisa’s dividends and continue to resist enforcement efforts, prompting further executive actions, accounting litigation, and criminal investigations.
The litigation in Panama falls into four categories, each revealing a pattern of obstruction and abuse designed to prevent Lisa from collecting the dividends that Panamanian courts have already awarded.
Order No. 2277-2018 established that Villamorey has held Lisa’s dividends under judicial deposit since at least 2008, and that these dividends greatly exceeded Villamorey’s of $894,718 USD. Applying Articles 1081–1088 of the Civil Code, the Court extinguished Lisa’s debt through automatic setoff and ordered Villamorey to pay Lisa the remaining dividends “in Panama, Guatemala, or anywhere in the world” they are held.
The same court and judge later issued Auto No. 2567, which quantified Lisa’s setoff credit as $51,643,208.80 USD. The order included:
- Capital: $44,910,912.00
- Costs: $6,732,236.80
- Provisional expenses: $60.00
This ruling is final, enforceable, and represents a judicial determination of the amount Villamorey must pay Lisa.
Legal reality: Villamorey is under a binding mandate to pay Lisa more than $51.6 million USD in dividends, yet has refused to comply.
For years, Villamorey’s president, Juan Luis Bosch, acted as Judicial Depositor for Lisa’s dividends. Instead of fulfilling his duty to release funds after Orders 2277 and 2567, Bosch continued to withhold the dividends and treat them as if they remained embargoed, even after the court lifted the attachment.
Bosch also failed to provide the required accounting of the dividends he held, prompting further judicial and criminal actions.
Multiple filings confirm Bosch's continuing refusal to release Lisa’s funds, and the Public Ministry is now investigating whether this conduct constitutes fraud and related offenses.
Legal reality: What began as a custodial appointment has become an unlawful retention of tens of millions of dollars owed to Lisa.
Lisa has repeatedly sought an accounting of the dividends held by Villamorey and Bosch. Panama's appellate courts have confirmed that Lisa has the right to demand a full accounting from the Judicial Depositor, and civil courts have ordered Villamorey to produce corporate records, dividend reports, and supporting financial documentation.
These orders include confirmations from the First Superior Tribunal and subsequent rulings in Lisa’s favor requiring complete financial transparency. Bosch’s continued resistance has necessitated parallel enforcement and criminal proceedings.
Legal reality: Courts consistently affirm Lisa’s right to a full accounting and the return of withheld dividends, exposing the ongoing non-compliance by Villamorey and Bosch.
Lisa has filed criminal complaints against Juan Luis Bosch for alleged misappropriation of judicially controlled funds (different forms of fraud), obstruction of justice, and other economic offenses.
The Anti-Corruption Prosecutor has opened an active investigation (Carpetilla No. 202300033850), gathering records from civil proceedings, prior criminal complaints, and appellate decisions confirming Bosch’s obligations as Judicial Depositor.
Bosch has formally invoked his right to remain silent in connection with the investigation, demonstrating that exposure is ongoing and serious.
Legal reality: The refusal to comply with Orders 2277 and 2567 is not just a civil violation, criminal authorities are now evaluating whether Bosch’s conduct constitutes misappropriation and obstruction.
Despite years of obstruction by Villamorey and Bosch:
- Lisa holds a final, enforceable civil judgment ordering Villamorey to pay B/. 51,643,208.80 (≈ $51.6 million USD).
- All attachments on Lisa’s shares have been lifted, eliminating Villamorey's pretext for withholding dividends.
- Accounting and civil courts have repeatedly affirmed Lisa’s right to demand full documentation of all dividends retained.
- Criminal authorities are actively investigating Bosch’s conduct as Judicial Depositor.
In summary, the Panama litigation shows a deliberate, sustained effort by Villamorey and its president to defy binding court orders and retain more than $51 million USD in dividends owed to Lisa, using both corporate mechanisms and judicial filings to obstruct enforcement.