San José El Recuerdo Dividend Prescription Claim Transferred on Jurisdiction

I. Complaint Admission and Procedural Dispute

San José El Recuerdo, S.A. filed an ordinary lawsuit for extinctive prescription of the obligation to pay dividends against Lisa, S.A. before the Fifth Civil Court of First Instance of the department of Guatemala (file 01010-2020-00030). On January 24, 2020, the court admitted the complaint in the ordinary track. Lisa filed a revocation motion on February 6, 2020, arguing that the dispute should proceed as a summary trial under Article 1039 of the Commercial Code and the twenty-fifth clause of San José El Recuerdo's articles of incorporation, which provides that disputes between the company and its shareholders shall be resolved in summary proceedings. The court denied the revocation, holding that it was not the proper remedy and that Lisa's arguments should be raised through preliminary exceptions.

San José El Recuerdo's effort to declare the dividend payment obligation extinguished by prescription is part of a broader pattern of litigation by the Avícola Villalobos Group aimed at eliminating payment obligations owed to Lisa, S.A. as a minority shareholder. The choice of the ordinary track is notable: by channeling the dispute into a longer, more formalistic procedure, it prolongs uncertainty over Lisa's rights and defers a definitive resolution.

II. Constitutional Amparo

Amparo Ruling

The Constitutional Court, in its ruling of February 11, 2021, upheld the amparo granted to Lisa, S.A. by the Third Civil and Commercial Court of Appeals on August 7, 2020, and denied the appeal filed by San José El Recuerdo, S.A.

San José El Recuerdo argued on appeal that the first-instance amparo ruling failed to address the substantive issue, that Lisa is no longer a shareholder (making the contractual clause requiring summary proceedings inapplicable), and that no constitutional injury existed because Lisa had filed preliminary exceptions raising the same arguments. Lisa responded that the central issue was precisely the viability of the revocation motion, that the twenty-fifth clause of the articles of incorporation remained applicable because the very object of the lawsuit constitutes a matter arising from the shareholder relationship and commercial law, and that the lower court declined to examine the merits of her challenge.

The Court determined that the challenged ruling did not decide the merits of whether the case should proceed as ordinary or summary but rather rejected the revocation on the ground that it was not the proper remedy. Applying the standard from file 5315-2015 (ruling of November 23, 2017), the Court reaffirmed that revocation is the proper remedy to seek reexamination of the admission of a complaint in civil proceedings when the deficiency identified cannot be addressed through preliminary exceptions. Because Lisa's objection does not fall within the grounds for preliminary exceptions under Article 116 of the Civil and Commercial Procedural Code, revocation was the appropriate remedy. The Court reinforced this conclusion by citing file 2919-2019 (ruling of October 17, 2019), an analogous case involving extinctive prescription of dividend obligations.

The ruling orders the Fifth Civil Court of First Instance to issue a new decision addressing the arguments of the revocation motion within five days, under penalty of a Q1,000.00 fine. No special award of costs was made.

This ruling represents a significant procedural victory for Lisa, S.A., as it compels the lower court to evaluate whether the summary track is the correct procedural route for the dividend prescription dispute, with the potential to alter the trajectory of the underlying litigation.