Lisa Demands Villamorey Account for Withheld Dividends

I. Admission and Contempt

Order 283

Panama's Fourth Circuit Civil Court admitted the summary accounting action filed by Lisa, S.A. against Villamorey, S.A. through Order No. 283/14606-21. The court verified that Lisa, as the owner of 33.33% of Villamorey's share capital, has the right to demand an accounting of corporate management under Villamorey's own bylaws, and granted one month to present it. Villamorey did not comply within the prescribed period, setting the stage for the coercive measures that followed.

Order 463

More than a year later, the same court declared Villamorey, S.A. in contempt through Order No. 463/14606-21. The court found no procedural evidence that Villamorey had rendered accounts. Villamorey argued that Lisa's shares were attached in Guatemala, that only the shareholders' assembly could demand an accounting, and that the claim lacked executive merit. The court rejected all of these arguments, ordered Ramiro Lopez Nimatuj, Villamorey's legal representative, to personally appear and deliver the accounting, and imposed daily fines of $100.00 for noncompliance. The contempt finding confirmed that Villamorey not only defied the judicial order but pursued a deliberate strategy of procedural resistance.

II. Attachment and Enforcement

Order 1234

With Villamorey continuing to refuse compliance with the contempt sanctions, the Fourth Court issued Order No. 1234/14606-21, attaching Villamorey, S.A.'s assets up to $44,913,412.00 in favor of Lisa, S.A. The amount comprises $44,910,912.00 in dividends retained from 2009 through 2019 and $2,500.00 in accumulated fines. The attachment reaches bank deposits in Panama, Guatemala, the United States, and Canada, shares in the Avicola Villalobos corporate group, and registered movable property in Guatemala, El Salvador, Honduras, Curacao, and the Netherlands. The scope of the attachment reflects the scale of assets Villamorey has kept beyond Lisa's reach.

Official Notice 1573

To enforce the attachment within Panama, the Court issued an official notice to Banco G&T Continental, directing it to retain and deliver to Lisa all of Villamorey's financial assets held at the institution, in any form. The notice does not expand or modify the scope of Order No. 1234: it is limited to effectuating the banking communication necessary to enforce the retention.

III. Villamorey's Procedural Challenges

Amparo Ruling

Weeks after the attachment was enforced, Villamorey, S.A. filed an amparo petition against the Fourth Court judge, claiming a "tacit order to deny" for allegedly failing to resolve a complaint against the admission order. The First Superior Tribunal denied admission of the amparo after identifying three defects: the concept of tacit denial does not exist in Panamanian civil jurisdiction, Villamorey's allegations actually targeted the attachment order (which would remain in force even if the supposed tacit denial were revoked), and Villamorey had not exhausted the ordinary remedies available against that attachment. The rejection of the amparo left all measures against Villamorey intact.

Appeal Ruling

In parallel, Villamorey appealed the contempt finding contained in Order No. 463. The First Superior Tribunal confirmed the ruling on appeal, rejecting arguments that Lisa lacked standing, that the claim amount was exaggerated, and that the lower court should have resolved defenses first. The Tribunal made a substantive observation: Article 1383 of the Judicial Code provides an alternative execution mechanism under which, when the defendant fails to render accounts, the plaintiff may request execution for the amount estimated under oath as the account balance and resulting damages. Far from benefiting Villamorey, this observation confirms that Lisa has an additional tool to compel compliance with the accounting obligation.

Order 176

Villamorey also pursued the recusal of Judge Solange Le Ferrec de Booker of the Fourth Civil Court. The Fifth Court sustained the recusal and, through Order No. 176/2023, assumed jurisdiction over the proceeding. The court ordered the contempt and recusal case files consolidated into the main record. The recusal forms part of a broader pattern of procedural maneuvers: the criminal complaint for abuse of authority that Villamorey filed against Judge Le Ferrec was archived by the Anti-Corruption Prosecutor's Office, which found no criminal conduct, while Lisa, S.A. filed a criminal complaint for judicial intimidation that was admitted by the Prosecutor's Office.

IV. Reinstatement of the Accounting Action

Appeal Ruling

In April 2023, the Fifth Circuit Civil Court, acting as substitute tribunal, issued Order No. 665/2023 revoking the original admission of the action, reasoning that Lisa had not proven "with certainty" its shareholder status because it presented an authenticated copy of the share certificate rather than the original. Lisa appealed.

The First Superior Tribunal reversed the Fifth Court's order and fully reinstated the action. The Tribunal adopted a broader framework, situating the dispute not only within procedural rules but within substantive corporate law. It invoked Article 270 of the Commercial Code, which provides that no company may deny its partners the right to investigate corporate affairs and examine the books and documents relating to administration, with any stipulation to the contrary being void. The Tribunal recognized that Lisa established its 33.33% shareholder status through judicially authenticated documents and that, at no point during the proceedings, Villamorey denied Lisa's shareholder status. This ruling is the most decisive pronouncement in the case: it confirms Lisa's rights, validates the procedural track chosen, and forecloses Villamorey's attempts to evade the accounting obligation through formal objections.