Damages Suit Against Villamorey & Bosch for Prolonged Withholding of Dividends

I. Admission of the Claim

Order 966-2024

The First Civil Circuit Court of Panama formally admitted the ordinary damages action filed by Lisa, S.A. against Villamorey, S.A., finding that the power of attorney and the complaint met the requirements of Articles 625, 628, and 665 of the Judicial Code. The Court ordered service of process on Villamorey with ten days to answer and established automatic opening of the evidentiary phase fifteen days after service, pursuant to Article 1265 of the Judicial Code. The complaint was admitted only against Villamorey, S.A., omitting Juan Luis Bosch Gutiérrez as a co-defendant in his personal capacity, an omission corrected through the supplemental order of May 8, 2024.

This order was the procedural act that formally initiated the litigation, establishing the ordinary procedure as the appropriate procedural track for Lisa's claim.

Order 1217-2024

The Court corrected the omission in the admissory order by adding Juan Luis Bosch Gutiérrez as a personal defendant, relying on Article 999 of the Judicial Code. Bosch, identified as a Guatemalan male bearing identity document No. A-1 424075, was granted ten days to answer the complaint. All other provisions of the original order of April 12, 2024 remained in effect.

Adding Bosch as a personal defendant was essential to Lisa's strategy, ensuring that both the company and its representative face individual liability for damages arising from the dividend withholding.

II. Service of Process and Edict Notification

Official Notice 8853-24

The Court issued an official notice to Ramiro López Nimatuj, legal representative of Villamorey, S.A., informing him of the proceedings and granting a three-day period to appear for service. The notice warned expressly that failure to appear would result in service by edict at the defendant company's expense. This procedural step was triggered after a judicial notifier documented the impossibility of achieving personal service at Villamorey's offices.

Villamorey did not appear within the granted period, triggering the subsequent notification efforts.

Service Report

The Judicial Communications Center documented two unsuccessful attempts to personally notify Villamorey, S.A. and Juan Luis Bosch Gutiérrez at the offices of Galindo, Arias & López (Floor 11, Scotia Plaza, Avenida Federico Boyd), Villamorey's resident agent since its incorporation in 1971. On the first visit (July 10, 2024), secretary Maricel Oballes stated the cited party was unknown at that address. On the second visit (July 16, 2024), Lcda. Maricel Oballes reiterated she did not know the cited party.

The report incorporated a Panama Public Registry certification confirming that Galindo, Arias & López has served as Villamorey's resident agent since incorporation and that Bosch holds a general power of attorney from the company since February 23, 1984. This contradiction between the corporate registry and the resident agent staff's denial of knowledge reinforced Lisa's position regarding the defendants' evasive conduct.

Order 2966-2024

The Court ordered service by edict upon Villamorey, S.A. and Juan Luis Bosch Gutiérrez pursuant to Article 1017 of the Judicial Code, after verifying the impossibility of personal notification. The ruling relied on the documented attempts in the service report of July 16, 2024, which established that the defendants could not be located at the address of their own resident agent.

This order activated the subsidiary notification mechanism, allowing the proceeding to advance despite the defendants' lack of cooperation.

Edict 262

Summoning Edict No. 262/8853-24 granted Villamorey and Bosch ten business days from publication in a nationally circulated newspaper to appear and assert their rights, with a warning that a Defender of Absentees would be appointed if they failed to do so. Lisa proved that the edict was published for five consecutive days in La Estrella de Panamá (September 30 through October 4, 2024), perfecting service and enabling the case to proceed.

With service perfected, the principal procedural obstacle created by the defendants' unreachability was eliminated, clearing the path to the evidentiary phase.

III. Evidentiary Phase

Evidence Brief

Lisa filed a comprehensive evidence brief articulating six categories of evidence to quantify dividends withheld since 2008. Among the most significant documentary exhibits are: an authenticated copy of Judgment No. 42-08 from the Eleventh Civil Circuit Court, a notarial certification attesting that Lisa remains registered as the holder of Share Certificate No. 1 in Villamorey's Shareholder Register, and a letter signed by Juan Luis Bosch Gutiérrez acknowledging the existence of declared dividends to which Lisa is entitled.

Lisa also requested an Exhibitory Proceeding to compel Villamorey's resident agent to produce accounting records, financial statements, and the shareholder register for 2008 through 2024. Additional requests included declarations from Bosch and Villamorey's legal representative, as well as a forensic accounting expert examination to determine the total dividends owed and accumulated interest. Official letters from thirteen civil courts confirm that no precautionary measures or attachments exist against Lisa, undermining any pretext for the withholding.

This brief constitutes the backbone of Lisa's evidentiary strategy, combining direct documentary proof with procedural mechanisms to compel disclosure of financial information held exclusively by the defendants.

Counter-Evidence Brief

Lisa filed counter-evidence to rebut the defendants' two principal defensive arguments. Regarding the letter rogatory, Lisa submitted four authenticated documents demonstrating that the request was filed in compliance with an order from the Eleventh Circuit Civil Court, not as a voluntary act by Lisa. Regarding standing, Lisa introduced shareholder assembly invitations issued by Villamorey itself between 2020 and 2024, in which Lisa was repeatedly convened as shareholder, directly contradicting the defendants' challenge to Lisa's shareholder status.

This counter-evidence strengthens Lisa's position by exposing the inconsistency between Villamorey's conduct (recognizing Lisa as shareholder in its own corporate acts) and its litigation posture (challenging that same status).

Objections Brief

Lisa filed formal objections against four evidence submissions by the defendants. The authenticated copy of the letter-rogatory request (documentary evidence #2) was challenged as irrelevant and improper, reiterating that it was a court-ordered act. The settlement agreement between BDT Investment, Inc. and Lisa (documentary evidence #3) was challenged as improper for failing to meet the requirements of Article 857 of the Judicial Code. Order No. 1827-2020 from the Eleventh Circuit Civil Court (documentary evidence #6) was challenged as irrelevant and improper because it pertains to a context unrelated to the present proceeding. The report evidence request seeking the settlement agreement was challenged as irrelevant and ineffective.

These objections complement Lisa's counter-evidence strategy, seeking to exclude from the evidentiary record documents that Lisa considers biased, irrelevant, or procedurally defective.