Amazon v. Future: The legal battle so far

The American e-commerce giant Amazon.com and Kishore Biyani owned Future Group have been locked in a bitter legal battle for nearly 18 months. Around a dozen suits, petitions and appeals have been filed by both sides seeking different reliefs before the Singapore International Arbitration Centre (SIAC), the Delhi High Court and the Supreme Court..The apex court on February 1, 2022 set aside two orders of the Delhi High Court and remanded the case back to Delhi High Court directing the matter to be decided afresh.Pursuant to this order, the Delhi High Court Chief Justice DN Patel passed an administrative order transferring a batch of cases related to Amazon-Future dispute to a bench of Justice C Hari Shankar.In his order of February 11, Justice Hari Shankar set out the manner in which the petitions came to be filed and listed before him. The judge said that there are broadly four proceedings to be decided which involve four dramatis personae. The said dramatis personae are the two entities of Future Group - Future Coupons Private Limited (FCL) and Future Retail Limited (FRL) - Amazon and Mukesh Ambani’s Reliance Industries Limited (RIL).Here is a detailed history of the litigation between the companies and what the courts have said till now..According to the Delhi High Court order, three agreements came to be executed between FRL, FCL and Amazon. A Share Holders Agreement was signed between FRL and FCL on August 12, 2019. On August 22, 2019, another Share Holders Agreement was signed between FCL and Amazon. A Share Subscription Agreement was also signed between Amazon and FCL on the same date.While the FCL-FRL deal meant that FRL could not dispose its retails assets to third parties, the deals between FCL and Amazon envisaged that the American company would invest ₹1,431 crore to acquire 49% equity in FCL. The agreement also required Amazon to obtain prior approval from Competition Commission of India (CCI) before investment.Amazon applied for the said approval before CCI on September 23, 2019 and a conditional approval was granted on November 28, 2019.On August 29, 2020, FCL allowed FRL to enter into a Scheme of Arrangement (SOA) with Reliance through a board resolution. Under the agreement, the retail assets of FRL and its group companies were to be sold to Reliance for around ₹25,000 crores apart from an additional investment of ₹2,400 crores..Aggrieved by the agreement between Future Retail and Reliance, Amazon initiated arbitral proceedings before SIAC on October 5, 2020. Amazon argued that the three agreements signed in August 2019 constituted a single integrated transaction and that it has special protective rights in Future Retail through Future Coupons. It was also stated that prior consent of Amazon was not obtained before sale or disposal of retail assets of FRL to Reliance.On October 25, 2020, an interim order was passed by the Emergency Arbitrator staying the Future-Reliance agreement.It is from this order that all the cases before the Delhi High Court have arisen..Future Retail filed a suit before the Delhi High Court to restrain Amazon from interfering with the Scheme of Arrangement (SOA) between Reliance and FRL. On December 21, 2020 a single-judge passed an interim order ruling that though Amazon cannot be barred from writing to regulators and authorities on account of potentially irreparable damage, Future Retail’s lawsuit seeking approval of transaction with Reliance is also maintainable and valid.The order was challenged by Amazon before a Division Bench of the Delhi High Court and the case has been pending since then..Following the Emergency Arbitrator’s order of October 25, 2020, Amazon filed an enforcement petition in the Delhi High Court for the enforcement of the order. On February 2, 2021 a single-judge of the High Court passed an interim order directing status quo to be maintained on the Future-Reliance deal. The order was confirmed on March 18, 2021.However, on March 22 the same year, a Division Bench of the High Court stayed this order. The Division Bench’s order was challenged by Amazon before the Supreme Court which ruled in their favour holding that the single-judge’s order was not amenable to appeal before Division Bench.As the stay order was vacated, Future Coupons then filed a Special Leave Petition (SLP) before the top court. On February 1, 2022, the Supreme Court set aside the single-judge’s order and remanded the matter back to Delhi High Court and then it came to be listed before Justice Hari Shankar..While these proceedings were going on before the Delhi High Court and Supreme Court, Future Retail filed an application before the Arbitration Tribunal on March 11, 2021.The application sought vacation of the October 25, 2020 order of Emergency Arbitrator which had stayed its deals with Reliance. Future Coupons filed its response to this application of FRL and the tribunal decided to treat it as an independent application for vacation of the same order.On October 21, 2021, the tribunal dismissed both applications and confirmed the directions by the Emergency Arbitrator.Both companies therefore filed an appeal challenging this order of the tribunal while also seeking a stay on it.A single-judge of the High Court however, declined to stay the operation of the order passed by the tribunal. The Future Group companies therefore approached the Supreme Court which on February 2, 2022 set aside this order of the single-judge as well and remanded the matter back to High Court. These appeals and stay applications, therefore, are also being dealt with by Justice Hari Shankar..Apart from the batch of matters related to the commercial dispute between these two companies, Justice Hari Shankar is also seized of a writ petition by Amazon challenging Directorate of Enforcement’s (ED) investigation into its deal with Future Group.The American company has termed the inquiry a fishing and roving exercise alleging that the agency has sought details of privileged legal advice and opinions not connected with the Future group deal at all.While Amazon’s counsel had pointed out that this matter has nothing to do with other cases, Justice Hari Shankar had said, in the last hearing, that these matters came before him following an administrative order and if counsel want it to be separated from the batch, they should approach the Chief Justice.Meanwhile, Future Group has also sought intervention in this matter which is contested by Amazon’s counsels..As the Competition Commission of India withdrew its approval to the Amazon-Future deal in December last year, the Future Group approached the Arbitration Tribunal once again asking it to terminate the arbitration proceedings and to hear its application for the said termination before hearing Amazon’s plea.The tribunal however said that it would continue with the arbitration case and hear Future’s application after that.The said order was appealed by FCL and FRL before a single-judge of the Delhi High Court who refused any relief. The order, however, was subsequently challenged before the Division Bench that stayed the arbitration proceedings at SIAC.Both the cases are now pending before the Division Bench of Chief Justice DN Patel and Justice Jyoti Singh.Apart from these two appeals, the same bench is also seized of the appeal filed by Amazon against the single-judge’s order of December 21, 2020 as referenced earlier..The CCI's withdrawal of its approval to the Amazon-Future deal and imposition of fine of ₹200 crore on Amazon, has been challenged before the NCLAT which has scheduled the matter for hearing on February 25..After this long and drawn-out legal battle, Justice Hari Shankar is now seized of the two appeals by the Future Group against the order of the arbitration tribunal which refused to stay the order of the emergency arbitrator who had stayed its deal with Reliance.Future’ suit seeking to restrain Amazon from interfering in its deal with Reliance is also before Justice Hari Shankar.Apart from this, the single-judge is seized of the enforcement petition filed by Amazon to enforce the order of the emergency arbitrator and its petition against ED investigation.The Supreme Court on February 16, 2022 also allowed Future Retail the option to seek permission from Delhi High Court to continue proceedings at NCLT on its deal with Reliance. This case is also likely to come up before the single-judge on February 24 when all the other matters will be heard.The high stakes involved in perhaps the most significant corporate dispute has also meant that all sides have involved the biggest and well-known lawyers in the country.While former Attorney General Mukul Rohatgi and former Solicitor General Harish Salve have been leading the cases on behalf of Future Group companies, former Solicitor General Gopal Subramanium and Senior Advocate Rajiv Nayar have been appearing for Amazon.Amazon is being led by Senior Advocate Siddharth Luthra in its case against ED.

Amazon v. Future: The legal battle so far

Prashant Jha

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