On January 20, 2023, through the <doc id="gua-01044-2019-01226-2023-01-20-a" />, the Eighth First Instance Civil Court granted Lisa, S.A.'s motion for revocation, revoked the decree admitting the ordinary lawsuit, and rejected the extinctive prescription claim filed by Inversiones Empresariales, S.A. and San Juan, S.A.
Inversiones Empresariales, S.A. and San Juan, S.A. filed an ordinary lawsuit against Lisa, S.A. seeking a declaration of extinctive prescription of the obligation to pay dividends. Lisa challenged the admission of the claim in the ordinary route, arguing that the dispute, being commercial in nature between shareholders and the company, must proceed through summary proceedings under Article 1039 of the Commercial Code and the corporate charter. The Eighth First Instance Civil Court granted Lisa's motion for revocation, revoked the admission decree, and rejected the claim for improper procedural route. The case is resolved in Lisa's favor.
Inversiones Empresariales, S.A. and San Juan, S.A. filed an ordinary lawsuit against Lisa, S.A. seeking a declaration of extinctive, negative, or liberatory prescription of the obligation to pay dividends. The October 11, 2019 decree admitted the claim for processing in the ordinary route. On February 12, 2020, Lisa filed a motion for revocation against that decree, arguing the procedural route was improper.
Lisa grounded its challenge on two bases. The first was Article 1039 of the Commercial Code, which requires that all actions arising from the application of the Commercial Code be heard in summary proceedings, absent an arbitration agreement. The second was Clause Twenty-Fifth of the articles of incorporation of San Juan, S.A. (public deed number 22, dated June 13, 1983, authorized by Notary Oscar Humberto Roldán Oliva), which contains a submission clause requiring disputes between the company and its shareholders to be resolved through summary proceedings. Lisa emphasized that disputes exist with the plaintiff regarding dividend rights that have gone unpaid since 1999, which must be resolved through summary proceedings as mandated by the corporate charter, and invoked the Constitutional Court's ruling of October 17, 2019 (Expediente 2919-2019) as direct precedent.
On January 20, 2023, the Eighth First Instance Civil Court issued the <doc id="gua-01044-2019-01226-2023-01-20-a" />, adopting in full the reasoning of the Constitutional Court, which held that a claim for extinctive prescription of dividends between commercial legal entities is commercial in nature and must proceed through summary proceedings under Article 1039 of the Commercial Code. The Court further verified the existence of the submission clause in the plaintiff's articles of incorporation, which is part of the record. The ruling:
This ruling is part of a recurring pattern in the litigation: multiple Avícola Group entities have filed extinctive prescription claims against Lisa, S.A. through ordinary proceedings, when commercial law and the corporate charters require summary proceedings. Lisa's procedural victory blocks this particular attempt to extinguish by prescription the dividend obligations that the Avícola Group companies have owed Lisa since 1999.
The case is resolved. The ordinary extinctive prescription lawsuit was rejected by the Court for improper procedural route, with no subsequent challenge appearing in the record.