Exp. 01161-2012-00206 · Commercial Summary Damages Proceeding
On October 29, 2025, Lisa, S.A. filed its appellate brief before the First Civil and Commercial Chamber of the Court of Appeals, requesting confirmation of the March 5, 2025 order that denied the preliminary exceptions filed by Inversiones Torre Nova, S.A. against Lisa's counterclaim for damages arising from abusive litigation.
Sistemas y Equipos, S.A. and Inversiones Torre Nova, S.A., both members of the Avícola Villalobos Group, sued Lisa, S.A. in a commercial summary proceeding for damages, alleging harm from lawsuits, a purportedly false sworn statement, and discrediting campaigns. The claim was grounded in Article 228 of Guatemala's Commercial Code, which establishes the excluded shareholder's liability for acts motivating the exclusion. The court upheld Lisa's preliminary exception for non-fulfillment of a condition precedent, suspending the damages claim until Lisa's exclusion becomes final. BDT Investments Inc. was admitted as a third-party intervener supporting Lisa. Torre Nova filed preliminary exceptions against Lisa's counterclaim for damages from abusive litigation, which the court rejected, a ruling currently on appeal.
The Eleventh Circuit Civil Court of Guatemala, in an order dated May 10, 2022, ruled on five preliminary exceptions filed by Lisa, S.A. against the damages claim brought by Sistemas y Equipos, S.A. in Case No. 01161-2012-00206, consolidated with Case No. 01162-2012-00231.
Sistemas y Equipos grounded its claim in Article 228 of the Commercial Code, which establishes the excluded shareholder's liability for damages caused by the acts motivating the exclusion. It alleged that Lisa's exclusion, resolved at the Annual Ordinary General Meeting on April 5, 2011, resulted from a series of purportedly wrongful acts, including the procurement of a sworn statement abroad, unfounded lawsuits across multiple jurisdictions, and a media discrediting campaign.
Lisa raised exceptions for lack of jurisdiction, failure to satisfy a condition precedent, defective complaint, lack of standing of the defendant, and prescription and lapse. The court upheld the exception for failure to satisfy a condition precedent, reasoning that Article 228 presupposes a final exclusion, and that Lisa's exclusion remained under challenge through a pending summary opposition proceeding before the Tenth Circuit Civil Court (Case No. 01042-2011-00105). The remaining exceptions were denied. On prescription, the court held that the limitations period had not commenced because the excluded shareholder's liability presupposes a final judgment under Article 1513 of the Civil Code.
The court imposed costs on the losing party and ordered the case archived, with precautionary measures to be lifted upon the ruling becoming final.
Strategic effect. Lisa succeeded in suspending the Avícola Villalobos Group's damages claim by establishing that the shareholder exclusion, the necessary predicate under Article 228 of the Commercial Code, is not final. The proceeding was halted until the exclusion opposition is resolved, with costs imposed on Sistemas y Equipos.
By order of March 21, 2024, the court admitted BDT Investments Inc. as a third-party intervener supporting the defendant. The court examined clause three of the settlement agreement between BDT and Lisa and determined that BDT holds an own and certain interest in the proceeding's outcome, satisfying the requirements for third-party intervention under the Code of Civil and Commercial Procedure.
Strategic effect. BDT's admission strengthens Lisa's defensive position by adding a second interested party with independent standing, ensuring both parties to the settlement agreement can actively participate in the defense against the Avícola Villalobos Group's damages claims.
During the proceedings, Lisa filed a counterclaim against Inversiones Torre Nova, S.A. for damages arising from Torre Nova's filing of frivolous and unfounded lawsuits. Torre Nova raised two preliminary exceptions against the counterclaim: lack of legal standing (alleging invalidity of Lisa's power of attorney due to the purported absence of an interpreter's signature) and failure to satisfy a condition precedent (alleging that the counterclaim was contingent on the main lawsuit being resolved against the plaintiff).
The trial court rejected both exceptions by order of March 5, 2025. Torre Nova appealed.
In its appellate brief of October 29, 2025 before the First Civil and Commercial Chamber of the Court of Appeals, Lisa rebutted both grievances. On legal standing, Lisa argued that the power of attorney is duly recorded and registered, constitutes full proof having never been challenged for falsity, and that Torre Nova itself relied on the same mandate in its 2012 complaint, constituting contradictory conduct contrary to the principle of nemo potest venire contra factum proprium. On the condition precedent, Lisa maintained that the counterclaim damages are current and actual, arising from events already occurred (frivolous lawsuits, defense costs, reputational and economic harm), and that a preliminary exception cannot anticipate a ruling on the substantive merits of the claim.
Lisa requested full confirmation of the appealed order and an award of costs against Torre Nova.
Strategic effect. Lisa shifted from defense to offense by filing a counterclaim for damages from abusive litigation. The trial court's rejection of Torre Nova's exceptions keeps the counterclaim alive, and the pending appeal before the First Chamber will determine whether Lisa can advance this claim in the main proceeding.
The First Civil and Commercial Chamber of the Court of Appeals must resolve Torre Nova's appeal against the denial of its preliminary exceptions to Lisa's counterclaim. The main damages claim remains suspended until Lisa's shareholder exclusion becomes final in the summary opposition proceeding.