Declares damages claim against Lisa time-barred after shareholder exclusion
Jan 26 2021
13th Civil Court
The Thirteenth Civil Court of First Instance of Guatemala sustained the preliminary exceptions of defective complaint and prescription filed by Lisa, S.A., terminating the ordinary damages lawsuit brought by Reproductores Avícolas, S.A. and Avícola Villalobos, S.A. The ruling of January 26, 2021 determined that the action to recover damages arising from Lisa's exclusion as shareholder had prescribed under Article 1673 of the Civil Code, as more than one year had elapsed between the date of the exclusion resolution and the admission of the complaint.
Reproductores Avícolas, S.A. and Avícola Villalobos, S.A. filed an ordinary lawsuit against Lisa, S.A. seeking damages. The claim alleged that Lisa committed wrongful acts that motivated its exclusion as shareholder from Reproductores Avícolas, causing economic harm to the plaintiffs. The General Shareholders' Assembly adopted the exclusion resolution on April 4, 2011. The complaint was admitted on April 17, 2012, and precautionary embargo measures were issued on April 20, 2012.
Lisa, S.A., through its special judicial representative, filed six preliminary exceptions: (a) defective complaint, (b) unfulfilled condition precedent, (c) lack of standing of the defendant, (d) lack of standing of the plaintiff, (e) prescription, and (f) caducity.
Reproductores Avícolas and Avícola Villalobos alleged that Lisa, S.A. used a purportedly false sworn statement by Mario Adolfo del Águila Cancinos as the basis for judicial and extrajudicial actions against them, constituting wrongful acts that caused damages. The claim was grounded in Article 228 of the Commercial Code, which provides that an excluded shareholder shall be liable to the company for damages caused by the acts that motivated the exclusion.
Defective complaint. Lisa argued that the complaint failed to attach foundational documents and lacked the clarity and precision required by Articles 106 and 107 of the Code of Civil and Commercial Procedure. Lisa further contended that the procedural track was incorrect, as Clause Twenty-Five of the articles of incorporation provided that disputes between the company and shareholders should be resolved through summary proceedings.
Unfulfilled condition. Lisa maintained that the exclusion was not final, as it was being challenged in summary proceedings without a final judgment, so the condition precedent for claiming damages derived from the exclusion had not been met.
Lack of standing (defendant). Lisa argued that the alleged damages derived from a third party's sworn statement, and therefore the burden of defending the claim could not fall on Lisa.
Lack of standing (plaintiff). Lisa contended that none of the documents attached to the complaint identified Reproductores Avícolas as the target of the alleged wrongful actions, and that the entity was attempting to assert another party's rights in its own name.
Prescription. Lisa invoked Article 1673 of the Civil Code, which sets a one-year statute of limitations for damages actions, running from the date the damage occurred. Lisa argued that all acts characterized as wrongful by the plaintiffs predated the complaint by more than one year.
Caducity. Lisa grounded this exception in Article 230 of the Commercial Code, which establishes a three-month period for the caducity of the right to exclude shareholders.
Defective complaint. The court distinguished between documents on which the right is founded (Article 107 of the Code of Civil and Commercial Procedure) and evidence offered to prove the facts of the claim. The documents Lisa identified as missing were evidentiary, not foundational. The complaint met the requirements of Articles 61, 106, and 107. Regarding the procedural track, the court noted the complaint had been admitted as an ordinary proceeding. However, the dispositif declared this exception sustained, contradicting the court's own reasoning in the body of the ruling.
Unfulfilled condition. The court found no condition precedent to which the plaintiff's right to sue was subject. Exception denied.
Lack of standing (defendant). The court concluded that Lisa had passive standing, as the complaint's factual allegations concerned Lisa's own use of the del Águila Cancinos statement to initiate actions against the plaintiff. Exception denied.
Lack of standing (plaintiff). The court determined that the alleged damages related to Lisa's conduct against Reproductores Avícolas, giving the plaintiff standing to sue. Exception denied.
Prescription. The court applied Article 1673 of the Civil Code (one-year limitation for damages actions) and Article 45 of the Judiciary Act (computation of time periods). The limitation period began on April 4, 2011, the date of the exclusion resolution, and expired on the eve of April 4, 2012. Under Article 1506 of the Civil Code, prescription is interrupted by a duly notified complaint or an executed precautionary measure. The complaint was admitted on April 17, 2012, and the embargo measures were issued on April 20, 2012, both after the limitation period had expired. Exception sustained.
Caducity. The court found that Article 230 of the Commercial Code, invoked by Lisa, governs the caducity of the right to exclude shareholders, a matter unrelated to the present proceeding seeking damages. Exception denied.
Lisa, S.A. requested amplification of the ruling to expressly order the lifting of precautionary measures. The court granted the amplification through the order of February 23, 2021, ordering all precautionary measures lifted. Reproductores Avícolas appealed, and the Court of Appeals upheld the dismissal on August 17, 2021. The cassation appeal was dismissed by the Civil Chamber of the Supreme Court of Justice on December 15, 2023, and the amparo was denied by the Constitutional Court on August 1, 2024.