Delhi HC declines to injunct Amazon from writing to authorities about SIAC award against Future Retail

The Delhi High Court on Monday declined to grant Kishore Biyani led Future Retail Ltd’s (FRL) plea for an interim injunction restraining Amazon from writing to the SEBI, Competition Commission of India and other authorities about the arbitral order against its asset sale.

Justice Mukta Gupta passed the order on FRL’s plea claiming that Amazon writing to authorities about the emergency arbitrator’s award amounts to interfering with the Rs 24,713 crore Reliance-Future deal.

“The present application is disposed off, declining the grant of interim injunction as prayed for by FRL. However, the statutory authorities/regulators are directed to take the decision on the applications /objections in accordance with the law,” the court said.

It said that while FRL had made out a prima facie case for grant of interim injunction, the balance of convenience lies in favour of both Future Retail and Amazon, and whether any irreparable loss would be caused to either side, has to be determined during trial of the suit or by a competent forum.

The court said another reason why it did not grant an interim injunction was that both FRL and Amazon have already made their representations and counter representations to the statutory authorities or regulators and “now it is for the statutory authorities/regulators to take a decision thereon”.

The court’s other interim findings, mentioned in its 132-page judgment on FRL’s application, were that its suit to permanently restrain Amazon from interfering with the deal was maintainable, the emergency arbitrator (EA) award was not without legal jurisdiction and Future Retail’s August 29 board resolution approving the deal with Reliance was not void.

The court also held in its interim order that a combination of the shareholding agreements (SHA) of FRL and Future Coupons Pvt Ltd (FCPL) and the share subscription agreement (SSA) between Amazon, FCPL and the Biyanis “transgress to ‘control’ over FRL requiring government approvals and in the absence thereof are contrary to FEMA FDI Rules”.

It further held that Amazon’s representations to statutory authorities were “based on incorrect assertions” which meant that its action was based on “unlawful means” and therefore, FRL has made out a prima facie case of tortious interference, intentionally damaging someone’s contractual or business relationships with a third party.

The Singapore International Arbitration Centre (SIAC) on October 25 had passed an interim order in favour of Amazon barring FRL from taking any step to dispose of or encumber its assets or issuing any securities to secure any funding from a restricted party.

Subsequently, Amazon wrote to market regulator SEBI, stock exchanges and the Competition Commission of India, urging them to take into consideration the Singapore arbitrator’s interim decision as it is a binding order.