P&A Law Offices, DLA Piper represent UpHealth Inc in arbitration against Glocal Healthcare

US-based UpHealth Holdings Inc was recently represented by P&A Law Offices along with DLA Piper in its case before the International Court of Arbitration (ICA) against Glocal Healthcare Systems Private Limited, an Indian company.

The ICA, part of the International Chamber of Commerce (ICC), pronounced its final order on March 15. The award was rendered by a coram of Senior Counsel VK Rajah as the Presiding Officer and co-arbitrators Carolyn Lamm and Senior Advocate Promod Nair.

The arbitral tribunal concluded that Glocal and its promoters - including former SEBI Chairman M Damodaran, Syed Sabahat Azim, Gautam Chowdhury and Richa Azim - were liable to pay damages, reportedly to the tune of around $110 million to UpHealth for breach of contract.

The dispute between UpHealth and Glocal concerns claims that the Indian company failed to honour its obligations in a Share Purchase Agreement (SPA) from 2020.

Among other allegations, UpHealth claimed that Glocal breached contractual obligations to appoint nominees of UpHealth to Glocal’s Board, and that Glocal failed to disclose pertinent financial information to UpHealth.

Although UpHealth took the matter to the ICA by citing an arbitration clause in the SPA, Glocal refused to appear before the arbitral tribunal, except at an earlier stage when an emergency arbitral claim was being considered.

Glocal had counter-alleged that UpHealth engaged in fraud and that the disputes between the two companies are not arbitrable in nature.

The ICA, however, expressed that it was unable to examine Glocal’s allegations regarding fraud on merits since Glocal and its representatives had consistently failed make any formal response in the main arbitration proceedings.

Instead, the arbitral tribunal noted that Glocal’s shareholders sent unofficial emails and “boxes of documents” to the members of the arbitral tribunal, which the tribunal refused to peruse since UpHealth was not informed of the same by the senders.

“This disturbing course of conduct, together with the lack of evidence proffered for its serious allegations, has made it impossible for the Tribunal to decide these issues on the merits. Accordingly, and for the reasons set out above for which the Respondents have only themselves to blame, the Tribunal does not (and cannot) decide the allegations of fraud made by the Respondents (Glocal and its promoters),” the March 15 award said.

It also ruled that UpHealth (which presently has a stake of over 90 per cent in Glocal) is entitled to own 100 per cent of Glocal’s shareholding as per the SPA.

Further, it ordered Glocal to give actual control of the company to UpHealth by September 30, 2024, failing which UpHealth would be entitled to additional damages.

UpHealth was represented by DLA Piper and P&A Law Offices.

Managing Partner of P&A Law Offices Anand S Pathak and Partner Vijay Purohit appeared before the ICC Tribunal in Chicago. They were supported by Principal Associate Shivam Pandey and Associates Shyra Hoon and Nav Dhawan.