Order

Case Background

Inversiones Empresariales, S.A. (an Avícola Group entity) 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. The Court resolved the motion on January 20, 2023.

Lisa's Arguments

Lisa, S.A. argued that the claim was admitted in an incorrect procedural route. Its position rested on two grounds:

• Article 1039 of the Commercial Code: All actions arising from the application of the Commercial Code must be heard in summary proceedings, unless the parties have agreed to submit their disputes to arbitration. Because both parties are commercial legal entities and the dispute centers on dividend payments to shareholders, the applicable route is summary proceedings.
• 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): Contains a submission clause providing that disputes between the company and shareholders, or among shareholders, that cannot be resolved directly shall be settled in summary proceedings before ordinary courts, unless the parties agree to arbitration.

Lisa noted that disputes exist between the plaintiff and Lisa regarding dividend rights that have gone unpaid since 1999, and that such controversies must be resolved through summary proceedings as mandated by the corporate charter. Lisa invoked the Constitutional Court's ruling of October 17, 2019 (Expediente 2919-2019) as direct precedent.

Court's Analysis

The Court analyzed the motion for revocation under Article 598 of the Civil and Commercial Procedural Code, which authorizes the revocation of procedural decrees.

The Court adopted in full the reasoning of the Constitutional Court in the amparo appeal ruling in Expediente 2919-2019, 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 Constitutional Court had determined that the lower court, by denying the motion for revocation against the admission of the claim in the ordinary route, violated the petitioner's right to effective judicial protection (tutela judicial efectiva).

The Court further verified the existence of a submission clause in the plaintiff's articles of incorporation, which is part of the record, confirming that any dispute between the company and its shareholders must be resolved through summary proceedings.

Ruling

• The motion for revocation filed by Lisa, S.A. against the October 11, 2019 decree was declared granted
• The decree was revoked, leaving it without legal effect
• The ordinary lawsuit for extinctive prescription of dividends was rejected, as the procedural route attempted was improper

Legal Basis

• Article 1039 of the Commercial Code of Guatemala — actions arising from the application of the Commercial Code must be heard in summary proceedings
• Article 15 of the Commercial Code — commercial companies are governed by the stipulations of the corporate charter
• Articles 598 and 599 of the Civil and Commercial Procedural Code — grounds for revocation of procedural decrees
• Articles 141, 142, and 143 of the Judiciary Act — applicable procedural rules

Signatories

• Licda. Gloria Aracely Rosales Reynoso de Vásquez, Judge, Eighth First Instance Civil Court
• Lilian Rosana Balcárcel García, Clerk