Avícola Villalobos Massive Damages Claim Against Lisa for Legal Fees Rejected

I. First-Instance Trial

Order

Avícola Villalobos, S.A. sued Lisa, S.A. in a commercial summary proceeding seeking Q94,410,079.60 in determined patrimonial damages (legal fees and defense costs from February 1999 through December 2011), plus generic condemnations for personal damages, undetermined patrimonial damages, future damages, and lost profits. The claim was based on Article 228 of the Commercial Code, which establishes the excluded shareholder's liability for the acts that caused the exclusion. The alleged wrongful acts included legal actions filed across multiple jurisdictions and a purported media defamation campaign.

Lisa, S.A. answered in the negative and raised seven peremptory exceptions, arguing that all its actions constituted the legitimate exercise of its rights as a minority shareholder in the face of prolonged non-payment of dividends. Lisa established through a certified accounting statement that the twenty-five Avícola Villalobos Group entities failed to pay annual dividends of $5,481,851.00 since the fiscal year ending June 30, 1999. A February 2015 economic study valued Lisa's shares at $518,090,865.00 and unpaid dividends at $121,160,156.00. Lisa also invoked the Bermuda Supreme Court judgment of September 5, 2008, which condemned a Villalobos-linked entity for operating an off-the-books accounting system.

The court granted probative value to only two of the twenty-seven documentary exhibits: Lisa's economic study and a copy of a complaint filed by Margarita Gutiérrez Strauss de Castillo in Ontario, Canada, which proved only its filing without a condemnatory outcome. The court sustained three of Lisa's peremptory exceptions (lack of veracity in the alleged facts, non-existence of damages, and improcedence of damages for acts of third parties), finding that the alleged acts were performed by persons other than Lisa and that exercising legal actions to obtain dividends does not constitute a source of damages. The complaint was dismissed with costs against Avícola Villalobos.

The ruling validated Lisa's central position: the non-payment of dividends motivated the legitimate exercise of judicial and extrajudicial remedies, and that exercise does not give rise to liability for damages.

Order

Avícola Villalobos sought clarification and expansion of the judgment. In the clarification motion, it argued that the court's use of the word "majority" when referring to the evidence denied probative value was ambiguous. In the expansion motion, it claimed the court failed to rule on a request to certify the matter to criminal courts against a representative of Lisa.

Lisa, S.A. opposed both motions, noting that the judgment precisely enumerated all twenty-seven pieces of evidence and that only two received probative value, with no ambiguity. On expansion, Lisa argued that determining criminal liability was not within the civil court's jurisdiction.

The court denied both motions. The judge confirmed that the judgment's terms were neither obscure, ambiguous, nor contradictory, and that because the lack-of-standing exception had been rejected, there were no grounds to order a criminal referral. The judgment remained unaltered.

II. Appeal

Appeal Ruling

The First Civil and Commercial Court of Appeals affirmed the first-instance judgment. Avícola Villalobos argued that the trial judge erred in her evidentiary assessment by failing to recognize that Lisa's firm exclusion creates, under Article 228 of the Commercial Code, an automatic obligation to answer for damages without requiring proof of their concrete existence.

The court structured its analysis across three levels: proof of the acts underlying the exclusion, proof of responsibility, and proof of concrete damages. It found it established that Lisa was excluded on April 4, 2011, based on legal actions in foreign jurisdictions and alleged participation in a defamation campaign. However, it determined that the media publications were carried out by persons unrelated to Lisa with no proven representative capacity. On damages, it concluded that Avícola Villalobos presented no evidence whatsoever: litigation expenses constitute court costs to be liquidated in each proceeding, and no evidence existed of reputational harm or lost business. Proof of the existence of damage is an indispensable prerequisite for imposing a condemnation, even when quantification is deferred to experts.

The lawsuit was rejected at the appellate level as well. This ruling marked the second consecutive defeat for Avícola Villalobos in its attempt to weaponize Lisa's exclusion as the basis for a damages claim.

III. Cassation

Cassation Appeal

Avícola Villalobos filed a cassation appeal on substantive grounds before the Civil Chamber of the Supreme Court of Justice, alleging error of fact in the assessment of evidence through distortion and erroneous interpretation of Article 228 of the Commercial Code. It argued that the courts distorted two notarial acts documenting Lisa's exclusion by recognizing only the exclusion without extracting Lisa's responsibility for the acts that motivated it, and that Article 228 makes damages automatic upon a firm exclusion.

The appeal itself reproduces excerpts from Lisa's answer to the complaint, in which Lisa established that it has received no dividends since the year 2000, that the twenty-five Avícola Group entities failed to pay $5,481,851.00 annually, and that the value of its shares amounts to $518,090,865.00, facts that the appellant does not dispute. The appeal perpetuates the central contradiction of the litigation: Avícola Villalobos excluded Lisa for pursuing legal actions to claim unpaid dividends and then sued Lisa for the alleged damages arising from those same actions.

Cassation Appeal

Lisa, S.A. filed its opposition to the cassation appeal, seeking its dismissal with costs and a fine. Lisa articulated three lines of defense: (a) a formal deficiency in the appeal for citing incorrect articles as the basis for admissibility; (b) absence of distortion, arguing that the notarial acts merely record the corporate decision of exclusion without constituting a judicial declaration imposing an obligation to pay damages; and (c) rejection of the automatic interpretation of Article 228, arguing that the iuris tantum presumption facilitates the attribution of conduct but does not substitute proof of actual damage, under Articles 1645 and 1648 of the Civil Code and Supreme Court precedent in cassation 269-2003.

Lisa highlighted that Avícola Villalobos submitted a single document during the evidentiary period: a copy of a lawsuit filed by Margarita Castillo in Ontario, Canada, which involved neither Lisa nor Avícola Villalobos as parties and contained no act attributable to Lisa. Lisa characterized the damages lawsuit as an attempt to coerce and silence it for having exercised the legal remedies available to it as a minority shareholder facing the wrongful withholding of dividends for over seventeen years.