Exp. 556-99 · Ordinary Lawsuit of High Value
On April 30, 2025, Lisa, S.A. filed a second reiteration of its dividend return and civil contempt petitions, submitting documentary evidence from Villamorey, S.A.'s Share Register Book showing that the company continues to carry a sequestration annotation on Lisa, S.A.'s dividends despite the underlying precautionary measure having been extinguished in December 2018 and confirmed final by the Supreme Court of Justice in June 2020.
Lisa, S.A. sued Villamorey, S.A., San Cristóbal, Sociedad Anónima, and Inversiones Truchu, S.A. in an ordinary proceeding of high value before the Eleventh Circuit Civil Court of Panama, alleging dividend diversion through the Avícola Villalobos corporate group in Guatemala. The court rejected all seven of Lisa's claims for evidentiary failures and granted Villamorey's counterclaim, with the total enforceable judgment set at $894,718.00 after appellate reduction of costs. During enforcement, the court ordered the judgment satisfied by set-off against dividends Villamorey had retained as judicial depositary since 2008, preserving Lisa, S.A.'s shareholdings in the group's subsidiaries. Despite the set-off extinguishing the debt and being upheld through the Supreme Court of Justice, Juan Luis Bosch Gutiérrez and Villamorey, S.A. have refused to return the surplus dividends, failed to render an accounting, and maintained a baseless sequestration annotation, prompting Lisa, S.A. to file return and civil contempt petitions beginning in February 2025.
Judgment No. 42-08 of the Eleventh Circuit Civil Court of the First Judicial District of Panama resolved the ordinary proceeding of high value filed by Lisa, S.A. against Villamorey, S.A., San Cristóbal, Sociedad Anónima, and Inversiones Truchu, S.A., declaring all seven of the plaintiff's claims not proven and granting Villamorey, S.A.'s counterclaim for $200,000.00 in material damages.
Lisa, S.A. alleged that the administrators of Villamorey, S.A., the Panamanian holding company atop the Avícola Villalobos poultry group in Guatemala, engaged in fraudulent conduct to divert dividends and profit distributions. The alleged mechanisms included unreported cash sales of poultry and agricultural products, fabricated reinsurance premiums channeled through Leamington Reinsurance Company in Bermuda, and unjustified payments to Multi-Inversiones, S.A. in Guatemala. Lisa, S.A. estimated damages at approximately $12,000,000.00.
The court identified critical failures in Lisa, S.A.'s evidentiary presentation. Hundreds of pages of banking records from U.S. institutions were admitted into evidence entirely in English and were never translated as required by Article 877 of the Judicial Code, depriving them of all probative value. A letter rogatory dispatched to Guatemala for judicial inspection and witness depositions was never executed. The three witnesses offered by Lisa, S.A. never appeared. The court concluded that Lisa, S.A. failed to discharge its burden of proof under Article 784 of the Judicial Code.
The total judgment against Lisa, S.A. reached $1,440,118.00, comprising $1,200,000.00 in costs on the main claim, $200,000.00 on the counterclaim, $40,000.00 in costs on the counterclaim, and $118.00 in expenses.
Order No. 1624-08 decreed formal sequestration against Lisa, S.A. in favor of Villamorey, S.A. for $281,172.85, enforcing part of the judgment. The measure attached Lisa, S.A.'s holdings in eight Avícola Villalobos group companies:
The measure also attached all dividends Lisa, S.A. was entitled to receive from those entities. Because seven of the eight companies were incorporated under Guatemalan law, the court ordered letters rogatory to notify the measure and constitute those companies as judicial depositaries.
This order established the mechanism that, a decade later, the court would use to extinguish the entire judgment debt through set-off against the retained dividends, preserving Lisa, S.A.'s shareholdings.
Less than a month after the sequestration decree, Juan Luis Bosch Gutiérrez, as Villamorey, S.A.'s legal representative, informed the court that the board of directors had implemented the order and that the retained dividends were at the court's disposal. This communication constituted Bosch Gutiérrez as judicial depositary under Article 536(4) of the Judicial Code, assuming legal obligations of custody, accounting, and restitution.
The notice proved decisive at two subsequent junctures: in December 2018, when the court cited it as evidence of the availability of the funds in ordering set-off; and in February 2025, when Lisa, S.A. grounded its petitions for return of retained funds and civil contempt in the obligations Bosch Gutiérrez assumed through this document.
The First Superior Tribunal of the First Judicial District of Panama affirmed the substance of the first-instance judgment. Lisa, S.A. appealed on the ground that the trial court mischaracterized its claim as one of extracontractual tort liability and that the evidentiary failures were attributable to the court. The First Superior Tribunal admitted and took the testimony of Juan José Rodríguez in the second instance, but concluded that the evidentiary record remained insufficient.
The Tribunal found the costs imposed at first instance to be excessive. Using the $12,000,000.00 reference from the complaint as the basis for assessment and applying the minimum progressive fee schedule with a 30% reduction under Article 1078 of the Judicial Code, the costs were set as follows:
| Concept | First Instance | As Modified |
|---|---|---|
| Counterclaim damages (capital) | $200,000.00 | $200,000.00 (unchanged) |
| Costs, main claim | $1,200,000.00 | $669,200.00 |
| Costs, counterclaim | $40,000.00 | $25,200.00 |
| Expenses | $118.00 | $118.00 |
| Total enforceable | $1,440,118.00 | $894,718.00 |
The reduction represented a 38% decrease from the first-instance total. With this ruling, the total enforceable amount was definitively set at $894,718.00.
Order No. 2277-2018 resolved the central dispute of the enforcement phase: whether the $894,718.00 judgment should be enforced through a share auction or through set-off against retained dividends. The parties filed incompatible petitions. Villamorey, S.A. sought auction of Lisa, S.A.'s share certificates in the Guatemalan companies. Lisa, S.A. requested that the judgment be satisfied from dividends Villamorey had retained as judicial depositary since the sequestration decree of October 2008.
The judge found that dividends retained by Villamorey, S.A. since November 2008 exceeded the enforceable amount by a substantial margin, rendering a share auction unnecessary. The court also took judicial notice of a parallel enforcement proceeding by BDT Investments, Inc. against Lisa, S.A. for $19,184,680.00, a circumstance that supported set-off since Villamorey held priority by virtue of its earlier precautionary measure.
The court denied the auction and ordered the $894,718.00 judgment extinguished by set-off against retained dividends, preserving Lisa, S.A.'s shareholdings in the seven Guatemalan subsidiaries of the Avícola Villalobos group.
Villamorey, S.A. appealed Order No. 2277-2018. The First Superior Tribunal identified sua sponte that the challenged resolution was not subject to appeal. Under Panama's numerus clausus system in Article 1131 of the Judicial Code, a resolution denying an auction, ordering payment by set-off, and directing a communication to another court does not appear in the exhaustive catalog of appealable resolutions. The Tribunal declined jurisdiction, leaving the set-off order undisturbed.
Villamorey, S.A. then filed a constitutional amparo action before the Plenary of the Supreme Court of Justice, invoking the due process guarantee of Article 32 of the Constitution. The Plenary reframed the procedural debate: because Order No. 2277-2018 was issued within the enforcement phase, the applicable appellate framework was that of enforcement proceedings under Article 1038 of the Judicial Code, not the ordinary process. After a thorough review of resolutions susceptible to appeal within enforcement proceedings, the Plenary concluded that Order No. 2277-2018 was not among them.
The Supreme Court denied the amparo unanimously, definitively closing all avenues of challenge against the set-off order. With this ruling, Order No. 2277-2018 became irrevocably final.
Order No. 1827-2020 resolved two competing petitions filed after the material conclusion of the enforcement phase. Lisa, S.A. requested formal release of the attachment. Villamorey, S.A. opposed and invoked Article 1080 of the Judicial Code to bar Lisa, S.A. from being heard for failure to prove payment of the costs award.
The judge rejected both petitions as inadmissible. Order No. 2277-2018 had extinguished the judgment through set-off, simultaneously dismantling the attachment. No attachment remained to be lifted. The operative rulings had acquired the authority of res judicata, precluding the court from ruling on matters already resolved.
The file was ordered sent to the judicial archives.
After more than four years of procedural inactivity, Lisa, S.A. filed a formal petition requesting that Juan Luis Bosch Gutiérrez and Villamorey, S.A. return dividends retained for sixteen years and that Bosch Gutiérrez render a full accounting of his tenure as judicial depositary. The immediate trigger was Official Communication No. 29 of January 3, 2025, from the Twelfth Circuit Civil Court, confirming the lifting of the BDT Investments, Inc. attachment for $19,184,680.00 following appellate approval of the settlement between BDT and Lisa, S.A. With this lifting, no precautionary measure of any kind remains in force against Lisa, S.A. that could justify the continued retention of its dividends.
Lisa, S.A. grounds its petition in Article 536(4) of the Judicial Code, invoking the obligations Bosch Gutiérrez assumed when he constituted himself as judicial depositary through his note of November 25, 2008.
The following day, Lisa, S.A. filed a civil contempt petition against Bosch Gutiérrez, invoking Article 1932(8) of the Judicial Code. Since November 2008, Bosch Gutiérrez has not appeared before the court to render accounts, has submitted no report on his tenure as depositary, and has not communicated the status of the funds he declared at the court's disposal. Lisa, S.A. asserts that this prolonged omission over more than sixteen years constitutes a ground for civil contempt.
Lisa, S.A. reiterated its return and contempt petitions, introducing a new procedural fact. At a hearing before a Guarantees Court in the parallel criminal proceeding against Bosch Gutiérrez, defense counsel asserted that the order directing return of funds was not yet final. Lisa, S.A. characterizes this as an attempt to mislead the criminal court and reconstructs the complete finality chain of Order No. 2277-2018: appeal dismissed by the First Superior Court in July 2019, amparo denied by the Supreme Court Plenary in June 2020.
Lisa, S.A. filed a second reiteration introducing new documentary evidence: a page from Villamorey, S.A.'s Share Register Book, an authenticated and apostilled copy on file in Case No. 14240-21 before the Sixth Circuit Civil Court. The document reveals that Villamorey, S.A. continues to carry the sequestration annotation on Lisa, S.A.'s dividends in its share register, as though the precautionary measure remained in effect. Lisa, S.A. characterizes this as deliberate conduct to manufacture a pretext for the continued retention of funds that legally belong to Lisa, S.A.
| Date | Document | Issued by |
|---|---|---|
| Jul 11 2008 | Judgement 42-08 | 11th Civil Court |
| Oct 27 2008 | Order 1624-08 | 11th Civil Court |
| Aug 28 2012 | Appeal Ruling | 1st Superior Tribunal |
| Dec 5 2018 | Order 2277-2018 | 11th Civil Court |
| Jul 12 2019 | Appeal Ruling | 1st Superior Tribunal |
| Jun 24 2020 | Amparo 1022-19 | Supreme Court |
| Dec 10 2020 | Order 1827-2020 | 11th Civil Court |
Lisa, S.A.'s dividend return and civil contempt petitions remain pending before the Eleventh Circuit Civil Court of Panama. The court must determine whether to order Juan Luis Bosch Gutiérrez to render an accounting of his tenure as judicial depositary since November 2008 and to return the retained dividends, and whether a civil contempt declaration is warranted for the prolonged breach of his legal obligations.