Grants Lisa's exceptions, blocks Forrajera's damages claim
Sep 27 2016
1st Civil Court
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. The court granted three of the five exceptions (unfulfilled condition, lack of standing, and prescription), effectively blocking the damages claim from proceeding to the merits. The case file had been returned by the First Civil and Commercial Court of Appeals, which on February 25, 2016 ordered the trial court to resolve the pending exceptions.
Industria Forrajera de Mazatenango, S.A., an entity within the Avícola Villalobos Group, filed an ordinary damages lawsuit against Lisa, S.A. The complaint alleged, in general terms, that Lisa caused harm through the fabrication of evidence, media defamation campaigns, and the filing of lawsuits in multiple countries. Lisa, S.A., represented by Tito Enoc Marroquín Cabrera as special judicial agent, raised five preliminary exceptions: failure to fulfill a condition precedent, defective complaint, lack of standing of the defendant, prescription, and caducity.
The case is linked to the summary proceeding opposing the shareholder exclusion, Expediente 01045-2011-00112, pending before the same court. In that proceeding, Lisa, S.A. challenged the exclusion resolution adopted by Forrajera through a notarial act dated April 25, 2011.
Unfulfilled condition. Lisa argued the damages claim was premature because the summary proceeding opposing the exclusion (Expediente 01045-2011-00112) remained pending. If that proceeding ruled in Lisa's favor, the exclusion would be nullified and there would be no damages to claim.
Defective complaint. Lisa contended the proper procedural vehicle was a summary proceeding under Article 228 of the Commercial Code and Clause Twenty-Fifth of Forrajera's articles of incorporation, which provides that disputes between the company and shareholders shall be resolved by summary proceeding. Lisa also argued that the plaintiff failed to attach essential documents and that the complaint contained inconsistencies between alleged facts and offered evidence.
Lack of standing. Lisa argued that the allegedly harmful acts were performed by natural and juridical persons distinct from Lisa, S.A., each with independent legal personality under Article 14 of the Commercial Code. The testimonial declaration attributed to Lisa was given by Mario Adolfo Del Águila Cancinos, a person distinct from the defendant entity, and other acts were attributed to Juan Guillermo Gutiérrez Strauss and Oscar Rodolfo Castañeda Rosales, likewise distinct persons.
Prescription. Lisa invoked Article 1673 of the Civil Code, which provides a one-year statute of limitations for damages claims. Lisa demonstrated that the facts alleged by Forrajera dated from 1998 through approximately 2005, meaning the claim was filed well beyond the one-year period.
Caducity. Lisa argued that the exclusion resolution was based on facts known to Forrajera more than ten years before the exclusion, far exceeding the three-month period under Article 230 of the Commercial Code for exercising the right of exclusion.
Forrajera opposed all exceptions. On the unfulfilled condition, it argued the damages claim was based on Lisa's underlying conduct, not the exclusion itself, so the pendency of the summary proceeding was not a condition precedent. On prescription, Forrajera contended that it first learned of Lisa's harmful conduct on April 5, 2011 at the shareholders' assembly, and that the statute of limitations was interrupted by precautionary measures executed before April 5, 2012.
Unfulfilled condition (granted). The court found that the summary proceeding opposing Lisa's exclusion (Expediente 01045-2011-00112) had not been resolved at the time of the decision. While the law does not require prior judicial authorization to sue for damages, the court reasoned that the plaintiff itself, by filing the opposition proceeding, sought a declaration of right whose definitive resolution was necessary before claiming damages derived from the exclusion.
Defective complaint (denied). The court concluded the complaint met all formal requirements of Articles 61, 106, and 107 of the Civil Procedure Code and that Lisa's arguments did not identify formal defects in the complaint.
Lack of standing (granted). The court found that the plaintiff failed to demonstrate that Lisa, S.A. directly performed the alleged fabrication of evidence or payments. The plaintiff attributed the acts to other entities from which the funds were allegedly extracted, but those entities have their own distinct legal personality separate from Lisa, S.A.
Prescription (granted). Under Article 1673 of the Civil Code, the action for damages prescribes one year from the date the damage was caused or the injured party became aware of it. The court determined that the alleged harmful acts began in 1998 and concluded approximately in 2005, meaning the one-year period had long expired by the time the complaint was filed.
"La parte actora pretende el pago de daños y perjuicios que se produjeron consecuencia de demandas interpuestas en distintos países y del desprestigio ocasionado a través de medios radiales y escritos; es de tomar en cuenta de conformidad con las pruebas aportadas por las partes se establece que las mismas iniciaron en el año de mil novecientos noventa y ocho tal y como lo afirma el actor en su escrito inicial y que concluyeron aproximadamente en el año dos mil cinco" (Page 16)
Caducity (denied). The court held that the subject of this lawsuit was the payment of damages, not Lisa's exclusion as a shareholder. Therefore, the caducity provision governing the right of exclusion under Article 230 of the Commercial Code did not apply to this damages action.
Both parties appealed the ruling. The First Civil and Commercial Court of Appeals ruling of June 6, 2017 declared both appeals partially founded: it reversed the exceptions of lack of standing and prescription, but granted the exceptions of defective complaint and unfulfilled condition. Forrajera then filed a constitutional amparo against that ruling, which was denied by the Supreme Court on August 2, 2018, leaving the dismissal of the damages claim firm.