Avícola Las Margaritas Prescription Action Dismissed on Failure of Condition

I. Summary Proceeding for Extinctive Prescription

Order

The Fourteenth Multi-Judge Civil Court of First Instance upheld the preliminary exception of failure of condition raised by Lisa, S.A. and dismissed the summary action for extinctive prescription filed by Avícola Las Margaritas, S.A. (successor by merger of Compañía Alimenticia de Centroamérica, S.A.).

The court found that Lisa's dividends were subject to six precautionary embargoes in force across multiple civil courts, which legally prevented any payment. These included embargoes ordered in proceedings 01163-2012-00178 (filed by Avícola Villalobos, S.A.), 01045-2012-00210 (filed by Compañía Alimenticia de Centroamérica, S.A.), 01044-2012-00279 (filed by Reproductores Avícolas, S.A.), and 01045-2012-00242 (filed by Industria Forrajera de Mazatenango, S.A.), plus two earlier embargoes from 2000. The court identified the fundamental contradiction: the same entity that obtained the embargoes preventing payment then sought to benefit from prescription based on the passage of time during which it had itself blocked collection.

The court applied Articles 1388 and 1409(5) of the Civil Code to establish that the embargoes constituted a suspensive condition preventing the prescription period from running. Avícola Las Margaritas, S.A. was ordered to pay costs. Lisa, S.A. preserved its dividend rights, and the prescription action was dismissed in first instance.

II. Evidentiary Phase and Party Interrogation

Hearing Record

The court conducted a party interrogation of the representative of Avícola Las Margaritas, S.A., requested by Lisa as the articulating party. Of the sixteen positions submitted, the court disqualified five as suggestive, negative, matters of law, or imprecise.

The representative's admissions reinforced Lisa's position on central points. The absolvente acknowledged that clause thirteen of the articles of incorporation establishes shareholders' right to collect dividends and that, if the administration fails to set the date and form of payment, the shareholder has the right to collect immediately. He confirmed that the administration did in fact decree dividends. He admitted the existence of precautionary measures and recorded embargoes affecting company assets, and acknowledged that various measures appear annotated on Lisa's shareholder registration folio.

On prescription, the absolvente stated that more than five years had elapsed between the demand letter and the lawsuit filing, but this constitutes a legal conclusion, not a binding factual admission, because the computation of the prescriptive period depends on the very embargoes whose existence the absolvente acknowledged. The testimony confirmed Lisa's position: the embargoes, obtained by Avícola itself, prevented dividend payment.

III. Lisa's Closing Argument

Motion

Lisa, S.A. filed its closing argument for the oral hearing, articulating a comprehensive defense against extinctive prescription through five peremptory exceptions.

The central argument rests on the non-enforceability of the obligation: the November 17, 2016 Assembly resolution did not set a payment date or method but authorized the administration to make payment "in the form and when it deems appropriate." Clause sixteen of the articles of incorporation reserves to the Board of Directors the power to "determine the date and form of payment of approved profits." Without that determination, the obligation was not enforceable and the prescription period under Article 1509 of the Civil Code could not begin to run.

Lisa refuted the plaintiff's three principal pieces of evidence: the notarial act transcribing the Assembly resolution demonstrates deferred, not immediate, enforceability; the certificate from the President of the Board of Directors is a unilateral document issued retrospectively; and the accounting certification does not identify Lisa as the payee of the accounts-payable entry, but does confirm the obligation's continued existence as a current liability.

In support of its defense, Lisa relied on the notarial demands of February 2017 and October 2018, and the November 8, 2018 letter in which the company itself acknowledged that embargoes prevented payment. The party declaration of October 23, 2024 confirmed that the Shareholder Registry contains more than five precautionary embargo annotations on Lisa's dividends.

Lisa requested that the prescription action be dismissed, all peremptory exceptions sustained, the dividend payment obligation preserved, and costs imposed on Avícola Las Margaritas, S.A. for litigating in bad faith.