Exp. 01045-2012-00242

I. Preliminary Exceptions and First Instance

The First Civil Court of First Instance resolved all five preliminary exceptions filed by Lisa, S.A. against the damages lawsuit brought by Industria Forrajera de Mazatenango, S.A. in <doc id="gua-01045-2012-00242-2016-09-27-a" /> of September 27, 2016. The case file had been returned by the First Chamber of the Court of Appeals, which on February 25, 2016 ordered the trial court to rule on the pending exceptions, after reversing the jurisdictional objection that had been granted on March 4, 2013.

The damages claim is linked to the summary proceeding opposing Lisa's exclusion as a shareholder (Expediente 01045-2011-00112), in which Lisa challenged the exclusion resolution adopted by Forrajera through a notarial act dated April 25, 2011. Forrajera alleged that Lisa caused harm by fabricating evidence, conducting media discrediting campaigns, and filing lawsuits in multiple countries.

Lisa raised five exceptions: unfulfilled condition (the claim was premature because the summary opposition proceeding remained pending), defective complaint (the proper procedural track was the summary proceeding under Clause Twenty-Fifth of Forrajera's articles of incorporation and Article 228 of the Commercial Code), lack of standing (the harmful acts were performed by persons distinct from Lisa, S.A.), prescription (the alleged acts dated from 1998 to 2005, exceeding the one-year period under Article 1673 of the Civil Code), and expiration.

The court granted the exceptions of unfulfilled condition, lack of standing, and prescription, and denied those of defective complaint and expiration, with no special cost award. The result blocked Forrajera's damages claim at first instance, though the legal basis for dismissal would be partially reconfigured on appeal. Both parties appealed.

II. Appeal

The First Chamber of the Court of Appeals for Civil and Commercial Matters resolved the cross-appeals in <doc id="gua-01045-2012-00242-2017-06-06-a" /> of June 6, 2017, partially revoking the first-instance order and reconfiguring the sustained exceptions, with a net result favorable to Lisa, S.A.

On the defective complaint exception, the Chamber accepted Lisa's argument and reversed the first instance: Clause Twenty-Fifth of Forrajera's articles of incorporation and Article 1039 of the Commercial Code require disputes between a company and its shareholders to be resolved through summary proceedings, so Forrajera's use of the ordinary track constituted a determinative procedural defect. On the unfulfilled condition exception, it affirmed the first instance: Article 228 of the Commercial Code conditions the excluded shareholder's liability on the finality of the exclusion resolution, and while the summary opposition proceeding (Expediente 01045-2011-00112) remained pending, the damages claim was premature, a conclusion the Chamber supported with Civil Chamber of the Supreme Court jurisprudence (Expediente 0002-2015-00083) and Amparo Chamber precedent (Amparo 908-2015).

The Chamber denied the exceptions of lack of standing and prescription, reversing the first instance on both. As to standing, it held that a preliminary standing objection cannot resolve the merits: the complaint attributes both direct and indirect participation to Lisa, which suffices for passive standing, and whether Lisa actually participated is a merits question. As to prescription, it corrected the logical contradiction of simultaneously finding the same claim premature and time-barred, since the limitation period under Article 1506(1) of the Civil Code runs from the date the obligation becomes enforceable, and because the exclusion resolution was not final, prescription had not begun to run.

On costs, the Chamber ordered Forrajera to pay first-instance costs under Article 576 of the Civil Procedure Code, which the trial judge had failed to apply, and exempted both parties on appeal due to reciprocal partial success. The damages claim was thus rejected on two concurrent grounds: improper procedural track and unfulfilled condition precedent. Forrajera filed a constitutional amparo.

III. Constitutional Amparo

The Supreme Court of Justice, Amparo and Preliminary Proceedings Chamber, denied as groundless, in <doc id="gua-01045-2012-00242-2018-08-02-a" /> of August 2, 2018, the amparo filed by Industria Forrajera de Mazatenango, S.A. against <doc id="gua-01045-2012-00242-2017-06-06-a" /> of June 6, 2017.

Forrajera alleged violations of due process and access to justice, arguing that the first-instance order denying the defective complaint exception was not appealable, so the appellate chamber should never have heard Lisa's appeal, and invoked Article 96 of the Civil Procedure Code to argue that the ordinary proceeding was correct.

The Supreme Court rejected both arguments. On appealability, it invoked the Constitutional Court's jurisprudential shift (Cases 4280-2015, 677-2016, and 3702-2016), under which orders resolving preliminary exceptions are appealable whether they grant or deny them, since denying the right of appeal when an exception is rejected would create procedural inequality. On the merits, it found that the appellate chamber acted within the law: Forrajera failed to meet the requirements of Articles 50, 61, 63, 79, 106, and 107 of the Civil Procedure Code and used the ordinary track when the summary proceeding was required under Article 1039 of the Commercial Code. Costs were imposed on Forrajera, and a fine of Q1,000.00 was levied against attorney Ricardo Estuardo Recinos for the manifestly groundless amparo.

With this denial, the dismissal of the damages claim became final across all instances, definitively closing the proceeding in favor of Lisa, S.A.