Supreme Court dismisses cassation, confirms Lisa's 2014 dividends are not prescribed
Oct 7 2025
Supreme Court
The Civil Chamber of the Supreme Court of Justice, in its ruling of October 7, 2025, dismissed the cassation appeal filed by Avicola Las Margaritas, S.A. against the ruling of the First Civil and Commercial Court of Appeals of November 4, 2024, confirming that the obligation to pay dividends decreed in 2014 in favor of Lisa, S.A. is not subject to prescription. This ruling definitively closes the extinctive prescription claim brought by the Avicola Villalobos Group against Lisa's shareholder rights.
Avicola Las Margaritas, S.A. (successor by merger of Importadora de Alimentos de Guatemala, S.A.) filed a summary mercantile action for extinctive prescription against Lisa, S.A., seeking a judicial declaration that the obligation to pay dividends approved at the June 10, 2014 Annual General Shareholders' Assembly of Importadora de Alimentos de Guatemala, S.A. had been extinguished by prescription.
Lisa, S.A. filed a negative answer and raised multiple peremptory exceptions, including: lack of veracity in the facts alleged by the plaintiff, absence of legal prerequisites for prescription to operate given the dividends lacked enforceability, lack of free disposition over the dividends by both parties, violation of third-party rights through pre-existing precautionary measures, and interruption of prescription through judicial and extrajudicial actions.
The Fifth Multi-Judge Civil Court of First Instance denied the claim and upheld all of Lisa's exceptions. The First Civil and Commercial Court of Appeals partially granted the appeal by Avicola Las Margaritas, maintaining the denial of the prescription claim and the exception for lack of veracity, but revoking the exceptions related to embargoes and interruption of prescription, holding that precautionary measures do not constitute an obstacle to prescription.
Avicola Las Margaritas filed a cassation appeal on substantive grounds alleging two complementary sub-motives:
Violation of law by non-application. The appellant argued that the Court of Appeals failed to apply Article 675 of the Commercial Code, which provides that commercial obligations without a fixed term are immediately enforceable. Under this theory, applying that provision would have enabled the court to compute the prescription period from the date the assembly decreed dividends, leading to a finding that the obligation was prescribed.
Improper application of law. The appellant argued that the Court of Appeals improperly applied Articles 132 and 669 of the Commercial Code to resolve a matter governed by Article 675. It contended that Article 132 confirms the payment obligation but does not determine enforceability, and that the principles of verdad sabida and buena fe guardada in Article 669 govern the interpretation of commercial obligations, not prescription or enforceability.
Lisa, S.A. argued that the Court of Appeals committed no omission, as it analyzed Article 675 of the Commercial Code and reasonably discarded it upon finding that the assembly itself departed from the rule of immediate enforceability by delegating to the Board of Directors the authority to determine the form and date of payment. Lisa pointed to Clause Sixteen of the articles of incorporation of Importadora de Alimentos de Guatemala, S.A. (public deed number 168 of November 13, 1996), which assigns to the Board of Directors the power to "determine the date and form of payment of approved dividends", rendering the obligation conditional upon a subsequent act that was never performed.
Lisa further argued that Article 132 of the Commercial Code does not confirm the immediate enforceability of dividends but recognizes the assembly as the supreme corporate body whose decisions must be coordinated with other corporate organs, and that the assembly cannot unilaterally fix the form and date of payment when that function is statutorily assigned to the Board of Directors.
The Supreme Court analyzed the sub-motives of improper application and violation by non-application jointly, applying the doctrine of technical and logical complementarity between both grounds.
On improper application. The Chamber found that the Court of Appeals resolved the dispute based on Article 1508 of the Civil Code, Articles 132 and 669 of the Commercial Code, and the documentary evidence in the record. The appellate court established that the prescription period could not be computed because: (a) the June 10, 2014 General Assembly approved dividend payments but authorized the administration to make them effective "in the form and when it considers convenient"; and (b) no evidence existed that the Board of Directors had determined a payment date.
The Chamber concluded that both articles were appropriate to resolve the controversy: Article 132 governs the competence of the general assembly as the supreme corporate body expressing corporate will, and Article 669 establishes the principles of verdad sabida and buena fe guardada as the foundation for interpreting commercial obligations. The appellate court's reasoning was sound because it applied the provisions containing the legal predicates for the case at hand.
On violation by non-application. Having rejected the improper application claim, the Chamber held that it could not proceed to analyze whether omitted provisions should have been applied. Under the complementarity doctrine, only when the provisions used in the ruling are found to be inappropriate does the analysis of allegedly omitted provisions become viable. Since the adequacy of Articles 132 and 669 was confirmed, the challenged ruling remained intact.
"las consideraciones efectuadas por la Sala son acertadas, ya que se fundamentó en la normativa que contiene los presupuestos del caso concreto, en virtud que la asamblea general de accionistas, es el órgano supremo de la sociedad y expresa la voluntad social y está dentro de su competencia el determinar el pago de utilidades" (Page 15)
The ruling does not identify the signing justices by name in the text of the document.
This cassation ruling constitutes the final resolution of the proceeding. Having exhausted the cassation appeal before the Civil Chamber of the Supreme Court of Justice, the extinctive prescription claim by Avicola Las Margaritas, S.A. was definitively rejected at all three judicial levels: the Fifth Multi-Judge Civil Court of First Instance, the First Civil and Commercial Court of Appeals, and the Supreme Court of Justice.