Arguments Brief

Lisa, S.A., through counsel Paola Arana Estrada, filed its closing arguments brief for the hearing scheduled on August 18, 2025, in the summary prescription action (Expediente 01163-2022-01188) brought by Avícola Las Margaritas, S.A. and Importadora de Alimentos de Guatemala, S.A. The brief articulates a structured defense built on two axes: the non-exigibility of the dividend payment obligation and the legal impossibility of prescription running on assets subject to judicial embargo. Lisa, S.A. requests full dismissal of the complaint and a ruling sustaining five peremptory exceptions.

Background

Avícola Las Margaritas, S.A. filed a summary action for extinctive prescription against Lisa, S.A., seeking a judicial declaration that dividend obligations decreed at the Annual General Shareholders' Meeting of June 10, 2014 are time-barred. The plaintiff argues that, under Article 675 of the Commercial Code, dividends were exigible the day after the assembly and that more than five years have elapsed since that date.

Lisa, S.A. holds 375 shares of Avícola Las Margaritas, S.A., representing 25% of equity, as recorded in the Shareholder Registry at folio 0002. The independent audit report of June 6, 2025, issued by Lic. Orlando David Beza Agustín (Colegiado 9042), confirmed both the shareholding and the existence of six active judicial embargoes annotated in that registry.

Non-Exigibility of the Obligation

Lisa, S.A. argues that the dividend payment obligation never became exigible. Clause 16(d) of the articles of incorporation (public deed No. 24, executed on February 22, 1993, before Notary Héctor René López Sandoval) provides that the Board of Directors has the exclusive authority to determine the date and form of payment of approved dividends. No document in the record demonstrates that the Board ever set the amount, form, or date of payment.

Without that determination, Lisa, S.A. contends the obligation ceased to be simple and became a conditional obligation under Article 1592 of the Civil Code. Article 1269 of the same code provides that the acquisition of rights depends on the suspensive condition: until the Board communicates the form and date of payment, the creditor holds no enforceable rights nor exigible obligations. Consequently, the prescriptive period cannot begin to run.

Lisa, S.A. further notes that the plaintiff offered no evidence that the dividend amounts were available to the shareholder the day after the assembly. Minute No. 19 of the Shareholders' Assembly Minutes Book, per the expert report, did not specify the date, form, or amount of dividends corresponding to Lisa, S.A., and the record reflects Lisa, S.A.'s formal objection to the refusal to provide accounting information needed to determine the correct dividend calculation.

Active Judicial Embargoes

The central argument of the brief links non-exigibility to six active judicial embargoes on Lisa, S.A.'s shares, dividends, and profits in Avícola Las Margaritas, S.A. As verified in the Shareholder Registry, the embargoes are:

• July 24, 2000, Ordinary Proceeding C2-2000-4199, First Instance Civil Court, filed by Ángel Mauricio Bonifisi Morales
• August 3, 2000, Proceeding C2-99-9308, Eighth First Instance Civil Court, filed by José Roderico Rossell Anzueto
• March 15, 2012, Summary Commercial Proceeding 01163-2012-00178, Thirteenth First Instance Civil Court, filed by Avícola Villalobos, S.A.
• March 26, 2012, Ordinary Proceeding 01045-2012-00210, First First Instance Civil Court, filed by Compañía Alimenticia de Centroamérica, S.A.
• April 2, 2012, Ordinary Proceeding 01045-2012-00242, First First Instance Civil Court, filed by Industria Forrajera de Mazatenango, S.A.
• April 20, 2012, Ordinary Proceeding 01044-2012-00279, Thirteenth First Instance Civil Court, filed by Reproductores Avícolas, S.A.

None of these embargoes has been lifted. Lisa, S.A. argues that, once dividends were decreed by the assembly, they were immediately retained by Avícola Las Margaritas, S.A. as judicial depositary, since in each embargo order the entity's manager or legal representative was appointed depositary of the embargoed assets. The dividends left Lisa, S.A.'s patrimonial sphere and became part of the embargoed estate, making it impossible for either the plaintiff or the defendant to freely dispose of them.

Lisa, S.A. grounds this position in Articles 1974, 1978, 1979, and 1998 of the Civil Code (deposit regime) and Articles 34, 35, and 40 of the Code of Civil and Commercial Procedure (judicial depositaries). Article 40 is particularly significant: it requires a depositary of income-producing assets to collect them as if it were the owner, reinforcing that the responsibility for custody and preservation of the dividends falls on Avícola Las Margaritas, S.A., not on Lisa, S.A.

"Los que reciban en depósito valores o cosas que produzcan renta o de obligaciones que deban ser cobradas, están obligados a hacerlas efectivas, como si fuesen propietarios y su descuido o negligencia los hará responsables de los daños y perjuicios." (Page 7)

The contradiction Lisa, S.A. exposes is direct: entities of the Avícola Villalobos Group obtained embargoes that prevent Lisa, S.A. from disposing of its dividends, and now Avícola Las Margaritas, S.A. itself seeks to declare prescribed the obligation to pay those same dividends that it retains as judicial depositary. This conduct constitutes, in the terms of the brief, a contradictory use of the judicial system to extinguish an obligation that the plaintiff and its affiliated companies prevented from being fulfilled.

Peremptory Exceptions

Lisa, S.A. requests that five peremptory exceptions be sustained:

• Inadmissibility for lack of veracity in the constitutive facts of the alleged prescription. The plaintiff failed to establish the constitutive facts of its claim, breaching the burden of proof under Article 126 of the Code of Civil and Commercial Procedure.
• Inadmissibility for failure to meet the legal prerequisites for prescription. The obligation is not exigible due to its conditional character (the suspensive condition has not been fulfilled), which prevents the prescriptive period from running.
• Inadmissibility for lack of free disposition by both parties over the dividends decreed by the General Shareholders' Meeting. The active judicial embargoes prevent both parties from disposing of the dividends.
• Inadmissibility for violating third-party rights through precautionary measures previously constituted over the assets subject to prescription. Declaring prescription would violate the rights of third-party creditors who obtained the active precautionary measures.
• Inadmissibility for judicial and extrajudicial actions that interrupted the invoked prescription. Multiple judicial and extrajudicial acts, filed both by the plaintiff and by companies affiliated with its same corporate group, interrupted the prescriptive period.

Relief Sought

• Dismiss the summary complaint for extinctive prescription of dividend payment filed by Avícola Las Margaritas, S.A. against Lisa, S.A.
• Sustain the negative answer and all five peremptory exceptions
• Award costs against Avícola Las Margaritas, S.A.

Legal Basis

• Article 675 of the Commercial Code — invoked by the plaintiff as the basis for immediate exigibility; Lisa, S.A. argues it is inapplicable because the articles of incorporation expressly departed from the rule of immediate exigibility
• Article 1592 of the Civil Code — conditional obligations, whose performance depends on an uncertain event; grounds the thesis that the payment obligation is conditional
• Article 1269 of the Civil Code — the acquisition of rights depends on the suspensive condition to which the obligation is subject
• Articles 1974, 1978, 1979, and 1998 of the Civil Code — deposit regime, obligations of the depositary, and termination of judicial deposit
• Articles 34, 35, and 40 of the Code of Civil and Commercial Procedure — judicial depositary regime, duty of custody and preservation, obligation to collect income-producing assets
• Article 126 of the Code of Civil and Commercial Procedure — burden of proof
• Article 196 of the Code of Civil and Commercial Procedure — hearing and closing arguments

Signatories

• Rósana Mishelle Ramírez Paredes, Attorney and Notary (signed on behalf of the filing party)