First Superior Tribunal upholds contempt against Villamorey for failure to render accounts despite noting Art. 1383 remedy
Oct 25 2022
1st Superior Tribunal
The First Superior Tribunal confirms on appeal the contempt finding against Villamorey, S.A. for failing to render accounts to Lisa, S.A. within the summary accounting action. The ruling upholds Order No. 463 of April 8, 2022, which imposed a $100.00 daily fine and required Villamorey's legal representative to personally deliver the accounting. The Tribunal, however, makes a substantive observation about the procedural mechanism employed by the trial court.
Villamorey, S.A., represented by the firm Galindo, Arias y López, challenged the contempt finding on several grounds. The company argued that the accounting demand lacked a proper basis because it was not supported by documents bearing executive merit, as required by Article 1379 of the Judicial Code. It contended that the $44,500,000.00 claim amount set by Lisa was exaggerated and improper for this type of proceeding. Villamorey further argued that the trial court had not resolved the objection or the defenses raised in the answer, including challenges to both active and passive standing, making the contempt declaration premature. Finally, the company maintained that the accounting obligation should have been directed at the company's directors rather than the company itself, and that Lisa had not proven its shareholder status or authority to represent the General Shareholders' Assembly.
The Tribunal noted that Lisa's opposition to the appeal was incomplete, lacking a signature and proof of filing, and therefore could not be considered. The panel issued a formal admonition to the trial court's clerk's office regarding proper document incorporation procedures.
On the merits, the Tribunal recognized that the contempt mechanism used by the trial court was not the procedure prescribed by the special rules governing accounting actions. Article 1383 of the Judicial Code provides a distinct remedy: when the defendant fails to render accounts within the court-ordered period, the plaintiff may request execution for the amount estimated under oath as the account balance and resulting damages. The Tribunal quoted this provision directly:
"Cuando el demandado no rindiere la cuenta en el término señalado por el Juez, el demandante podrá pedir que se libre ejecución contra aquél, por la suma en que estime bajo juramento el saldo de la cuenta y el perjuicio que le resulta de la no rendición de ella, pero esa estimación puede ser regulada por el Juez oyendo el concepto de uno o dos peritos de su nombramiento" (Page 5)
Despite this observation, the Tribunal confirmed the appealed order without issuing any ruling on matters not contained in Order No. 463.