Exp. 01044-2017-00206 · Ordinary Action for Extinctive Prescription
On April 19, 2024, the Eighth Civil Court of First Instance denied the motion for amplification filed by Reproductores Avícolas, S.A., which sought to challenge BDT Investments Inc.'s standing to exercise corporate rights belonging to Lisa, S.A.
Reproductores Avícolas, S.A. filed an ordinary civil lawsuit against Lisa, S.A. seeking a declaration that Lisa's right to collect dividends had prescribed after more than five years without being claimed. BDT Investments Inc., which holds rights to Lisa's profits under a settlement agreement, sought to intervene as a third-party supporter on Lisa's side, but the Eighth Civil Court of First Instance denied the intervention because judgment had already been issued in the proceeding. Reproductores Avícolas then challenged BDT's standing through a motion for amplification, which the court also denied, finding no omissions in the challenged ruling.
The Eighth Pluripersonal Civil Court of First Instance recognized BDT Investments Inc.'s legal representation to act in Case No. 01044-2017-00206 but declared its third-party intervention (tercería coadyuvante) inadmissible. The denial rested on a strictly procedural ground: because judgment had already been issued in the ordinary proceeding filed by Reproductores Avícolas, S.A. against Lisa, S.A., no new party could be admitted. The court did not reach the merits of BDT's standing or its relationship with Lisa, confining itself to the procedural barrier.
BDT Investments Inc. appeared through a special judicial agent with representation, invoking rights acquired over Lisa's profits under a settlement agreement. The rejection of the intervention illustrates the procedural constraints facing those who seek to defend Lisa's rights at an advanced stage of litigation, within a dividend prescription proceeding brought by an entity of the Avícola Villalobos Group.
Reproductores Avícolas, S.A. filed a motion for amplification against the revocation order of February 13, 2024, requesting that the court rule on BDT Investments Inc.'s alleged lack of standing to exercise corporate rights belonging to Lisa, S.A. The plaintiff argued that BDT had not proven ownership of Lisa's share certificates, that the settlement agreement conferred only certain rights to profits and pending payments but not corporate rights, and that BDT therefore lacked procedural capacity to act as a shareholder.
The court denied the motion. The judge determined that the February 13, 2024 order had already set forth in its third recital the grounds for revoking the January 25, 2024 ruling, and that under Article 596 of the Civil and Commercial Procedural Code, amplification is available only when the court has omitted to resolve a point at issue, a circumstance that did not exist here. A two-day hearing was granted to the opposing party through incidental proceedings, which elapsed without a response.
Reproductores' claim reflects a pattern consistent with abuse of the legal system to prevent the exercise of Lisa, S.A.'s shareholder rights: it pursues a prescription action on dividends that it, as part of the Avícola Villalobos Group, has contributed to withholding, while simultaneously challenging the standing of BDT, the entity that acquired rights over the profits owed to Lisa, to participate in the proceeding.
BDT Investments Inc.'s third-party intervention was denied and Reproductores Avícolas' amplification motion was rejected, leaving the court's rulings firm. The case remains in its post-judgment stage, pending any further appeals.