Denies Reproductores' amplification motion challenging BDT Investments' standing in dividend prescription proceeding
Apr 19 2024
8th Civil Court
The Eighth Pluripersonal Civil Court of First Instance denied the motion for amplification filed by Reproductores Avícolas, S.A., through its General Judicial and Administrative Agent with Representation, attorney Alberto Antonio Morales Velasco, against the revocation order of February 13, 2024. The motion sought a ruling on the alleged lack of standing of BDT Investments Inc. to exercise corporate rights belonging to Lisa, S.A. in a proceeding whose claim is the prescription of the right to collect dividends. The court found no omissions in the challenged ruling and rejected the motion.
This ordinary civil lawsuit was filed by Reproductores Avícolas, S.A. against Lisa, S.A. and BDT Investments Inc., seeking a declaration that Lisa's right to collect dividends had prescribed due to the passage of more than five years without being claimed. On March 21, 2024, the same court recognized BDT Investments Inc.'s legal representation but denied its attempted third-party intervention, because judgment had already been issued in the proceeding. Reproductores Avícolas subsequently filed the present motion for amplification against the February 13, 2024 order, which had resolved a prior revocation motion.
Reproductores Avícolas requested that the court rule on BDT Investments Inc.'s lack of standing to act in the proceeding as a shareholder of Lisa, S.A. In essence, the plaintiff argued that BDT had not proven ownership of Lisa's share certificates, that the accompanying settlement agreement conferred only certain rights to profits and pending payments but not corporate rights, and that BDT therefore lacked procedural capacity to exercise shareholder rights.
Reproductores' claim reflects a pattern consistent with abuse of the legal system to prevent the exercise of Lisa, S.A.'s shareholder rights. Reproductores 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.
The judge determined that Reproductores Avícolas' arguments were without merit. The court reasoned that the February 13, 2024 order, which resolved a revocation motion filed by the same plaintiff, had already set forth in its third recital the grounds for revoking the January 25, 2024 ruling and issuing the corresponding replacement order. 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 in the proceeding, a circumstance the court found did not exist in this case.
The opposing party was granted a two-day hearing period through incidental proceedings, which elapsed without a response.