San José El Recuerdo Dividend Prescription Action Against Lisa Dismissed on Exceptions

I. Ordinary Lawsuit and Preliminary Exceptions

Order

San José El Recuerdo, S.A., a company within the Avícola Villalobos Group, filed an ordinary lawsuit for extinctive prescription against Lisa, S.A., seeking a declaration that the obligation to pay dividends decreed at the annual general shareholders' assemblies in Lisa's favor had prescribed. The lawsuit was admitted by the Eleventh First Instance Civil Court of the Department of Guatemala under case number 01161-2017-00201.

Lisa filed five preliminary exceptions: lack of jurisdiction, defective claim, lack of standing, failure of condition, and failure of term. The defective claim exception identified that clause twenty-five of San José El Recuerdo's articles of incorporation requires disputes between the company and its shareholders to be resolved through summary proceedings, not ordinary proceedings. Lisa also denounced the prescription action as fraude de ley (fraud upon the law): multiple Avícola Group entities had obtained active attachment orders on Lisa's dividends across all group entities, making collection impossible, and the group now sought to declare prescribed the very rights whose exercise it had blocked. San José El Recuerdo itself had requested a precautionary attachment on Lisa's dividends and shares in the ordinary damages lawsuit under case number 01048-2012-00221 before the Seventh First Instance Civil Court, thereby recognizing Lisa's rights.

The court granted the defective claim exception, applying the principle of pacta sunt servanda under Article 1519 of the Civil Code and clause twenty-five of the articles of incorporation (public deed number 44, dated June 15, 1983). It concluded that the proper procedural track was summary proceedings and rejected the ordinary lawsuit. The exceptions for lack of jurisdiction, lack of standing, failure of condition, and failure of term were denied, with the court determining that the arguments regarding interruption of prescription and attachments were substantive matters reserved for final judgment.

The ruling constitutes a procedural victory for Lisa: San José El Recuerdo's attempt to extinguish Lisa's dividend rights through prescription was expelled from the ordinary track without reaching the evidentiary stage or a decision on the merits. Lisa's arguments regarding fraud upon the law (pursuing prescription of dividends whose collection the group itself blocked through attachments) were not resolved on the merits, but the allegations are part of the record and document the Avícola Villalobos Group's pattern of conduct.