Compañía Importadora La Perla 2011 Dividend Prescription Claim Referred to Arbitration

I. First Instance: Jurisdictional Objection and Referral to Arbitration

Order

Compañía Importadora La Perla, S.A. filed an ordinary action against Lisa, S.A. seeking a judicial declaration that Lisa's right to collect dividends decreed by the Annual Ordinary General Assembly of Shareholders on April 6, 2011 had been extinguished by prescription. La Perla argued that Lisa had failed to claim its dividend distribution within the five-year statutory period.

Lisa filed five preliminary exceptions: lack of jurisdiction, defective complaint, lack of legal standing in the plaintiff, failure to fulfill a condition precedent, and failure to fulfill a time requirement. The jurisdictional objection rested on clause twenty-eight of La Perla's articles of incorporation (Public Deed No. 71, dated April 16, 2001), which provides that any dispute between the parties arising from the contract, its interpretation, adjudication, resolution, or nullity shall be resolved through arbitration under Decree 67-95.

Lisa argued that the prescription of dividend obligations is a controversy arising from the corporate charter, since clause twenty-five of the same instrument governs dividend distribution. Lisa further argued that prescription had been interrupted because La Perla's own General Assembly resolved to exclude Lisa as a shareholder in 2011, instructing the administration to liquidate Lisa's share (including dividends), which constituted an express recognition of Lisa's rights under Article 1506 of the Civil Code. Lisa emphasized that Avícola Group entities maintained active embargoes on its dividends, preventing collection, and were now seeking to declare prescribed the very obligation they themselves had blocked.

The court examined the arbitration clause and determined that La Perla's claim constitutes a dispute arising from the corporate charter. The analysis rested on the full evidentiary value of the notarized instrument under Article 186 of the Code of Civil and Commercial Procedure, the connection between dividends and the corporate charter (clause twenty-five), and the principle of pacta sunt servanda under Article 1519 of the Civil Code. Applying Article 11(1) of Decree 67-95 (Arbitration Act), the court upheld the preliminary exception of lack of jurisdiction, declined to rule on the remaining exceptions, and directed the parties to submit the dispute to arbitration.

The ruling blocked La Perla's attempt to judicially extinguish Lisa's dividend rights in ordinary courts, compelling the parties to resolve the controversy in the arbitral forum agreed upon in the articles of incorporation.

II. Appeal: Confirmation of Referral to Arbitration

Appeal Ruling

Compañía Importadora La Perla, S.A. appealed the first-instance order, arguing that the lower court misinterpreted clause twenty-eight. According to La Perla, the prescription of the right to collect dividends does not originate in the corporate contract but operates by virtue of law, and ordinary courts therefore have jurisdiction.

The First Civil and Commercial Court of Appeals examined the articles of incorporation and determined that Lisa's right to dividends arises from its status as a shareholder in La Perla, governed by the articles of incorporation, and that the prescription of that right is a controversy derived from the same instrument. The Court quoted clause twenty-eight in full and confirmed the application of Article 11(1) of Decree 67-95 and the principle of pacta sunt servanda.

The Court of Appeals dismissed the appeal, confirmed the first-instance ruling, and condemned La Perla to pay the costs of the appellate proceedings.

The appellate confirmation consolidated Lisa's position against La Perla's attempt to litigate dividend prescription in ordinary courts, reaffirming that the dispute must be resolved through arbitration.