Thread by @barandbench

Delhi High Court to start hearing @amazon's plea seeking enforcement of Emergency Award restraining Future Group from going ahead with its deal with Reliance Retail.

Matter is before Justice JR Midha.

@kishore_biyani @fg_buzz

#Future #Amazon #Reliance

Senior Advocate Harish Salve to continue submissions on behalf of Future Retail (FRL).

On the last date, FRL had argued that Amazon filed its petition seeking enforcement of the emergency award for “collateral purposes”.

Read more:

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Hearing begins.

#Amazon #Future #Reliance

@fg_buzz

Both sides have filed .. : Salve

We asked for factual aspects..you have filed everything but that. Is this fair? : Court

This is what I thought. This is what I was arguing: Salve

Please make submissions: Court

Two points.. the first issue has been sufficiently addressed. Paragraph 8 onwards is factual : Salve

FRL is not a party. I had shown this : Salve

Salve reads.

Court asked what was the investment money for? The recital states as follows .. : Salve reads

Salve states that purpose was for the strengthening of the business of FCPL.

Then why was consent clause put? : Court

I have more questions. You please complete your sequence first: Court

There is a call and put option in agreement between Amazon and FCPL: Salve

There may be a cause of action against the partner and not the transferee : Salve

Salve continues to read from the note.

Loyalty business depends on FRL.. you can't have loyalty unless there is a brand. There is right to call option. They said if tomorrow Centre changes laws and allows FDI in multi brand retail, they have an option to buy FRL shares: Salve

They have a right with Biyani. They can't say that FRL must not issue the shares if it doens't: Salve

There is no agreement or undertaking with respect to voting rights in FRL : Salve

They told the Emergency Arbitrator that the resolution approving Reliance deal is illegal. The single judge said resolution is valid. They are seeking enforcement of an award which is in contradiction with with order of the single judge: Salve

Salve continues to read from the note submitted to court.

When hearing was getting over, Mr Sibal said the court cannot get into the factual aspects. When the Award is invalid, it can : Salve

Salve refers to a chart demonstrating the effect of conflating the agreements between Amazon-FCPL and FCPL- FRL.

The court said on Friday that it was hearing the case for an interim order. If there is a prima facie view of Delhi HC judge, the court is bound by it: Salve

Salve refers to the order passed in FRL suit by Justice Mukta Gupta.

If you compress the agreements.. they transgress from protective rights to controlling rights : Salve

The rights granted to Amazon by conflation of the agreements are prima facie disproportionate and can't be protective: Salve refers to Single order.

Single judge*

If you do a pro rata, Amazon has 4.4% interest in FRL. They want the court to beleive that Amazon still has the right to tell do this, do that. For 4%, you can't become the boss : Salve

The Emergency Award derives authority from conflation : Salve

Salve continues to read from the note.

We have a do and don't. Single judge says amounts to control, emergency award says doens't. The court must adopt single judge at this stage : Salve

On Indian law, if there is the benefit of a judgement of the High Court, the court must side with the judgement (and not the Award) : Salve

Salve reads single judge order on the board resolution approving deal with Reliance being valid.

A breach of contract doens't create illegality. Breach of law does : Salve

In former, innocent party may have a remedy in specific performance or damages. Action of company is not illegal: Salve

To say my Resolution is invalid, is completely wrong. On your allegations that the two contracts must be married now.. that cannot make the resolution illegal : Salve

This (Single Judge order) must prevail of the Emergency Award: Salve

Interim orders were denied on balance of convenience. This petition is abuse of process. If they thought suit was barred, they should have done it before Single Judge.. they should have made application under section 8: Salve

Fundings have completely negated the EA. They should have asked the appeal court for a stay but they don't. They come to this court for enforcement..this is adventurism : Salve

Today if there is a proceeding before NCLT. It was clear that if SEBI cleared it, it would go to NCLT. Single judge said statutory authorities would decide in accordance with law. What they can't achieve directly, they want indirectly: Salve

That's why I called it a abuse. There is direction by the court, even if prima facie. That matter would proceed in accordance with law. The deal with Reliance is valid : Salve

What they are seeking is to stop me. Plea is being made to stop NCLT. This is the mischief of this application: Salve

Single judge said decide in accordance with law. They waited. They made representations.. statutory bodies gave their ruling. Court is being asked to stop us from relying on them: Salve

They are right that Single judge has rendered the Emergency Award hopeless: Salve

Salve reads Amazon's averments in the petition.

If single Judge said suit is maintainable because I'm not a party to the Arbitration agreement, how can the award be enforced against me? : Salve

Salve said the petition is like an appeal from the order of the Single Judge.

Arbitration comes if you merge the agreements and I say don't. That's what single judge says. The suit is pending: Salve

In the face of the finding of the single judge that there is no arbitration agreement.. : Salve

Salve continues to reads Amazon's averments in the petition.

Single judge has rejected the EA. We are not at the stage where Emergency Award is binding on the court : Salve

Salve continues to read.

Salve states that both parties are on the same page with respect to the prima facie findings of the single judge.

They go in appeal, don't get stay but are not coming for the enforcement of the Award? : Salve

What the court is being asked to do is completely contrary to the single judge order: Salve

Their application to stop be from going to authorities is abuse of process: Salve

That's what I call by doomsday argument. Their reply is blah, blah, blah: Salve

Govt suspended IBC proceedings else we would have been in bankruptcy court : Salve

What happens to his 1430 crores..that is worth zero today. FRL is zero. FCPL coupon buisness is gone. For this American behemoth, 1400 crore would be rounded off..they are worried about competition!: Salve

It's not about 1400 crore : Salve

It is 1400 crore vs 24, 713 crore : Salve

Reliance will also acquire the liabilities of FRL as well. Small creditors would be paid. Of course, the American doens't care but an Indian court would take this into account : Salve

Salve says Amazon's only concern is the continuation of its monopoly.

This American behemoth is not interested in Indian banks.. that's why they are so dismissive is Reliance's offer. For them 24k crore is peanuts but they can't bring in that money. You must be aware of the reality: Salve

Any indirect funding would be against Indian policy: Salve

I want to show the hot air in rejoinder when it comes to funding : Salve

This can't be rejected by EA. They are right that in an interim order, balance of convenience is relevant: Salve

That's their real belly ache : Salve on deal with Reliance.

You are trillion dollars company. Problem is that Government of India won't allow you to enter. You are not broke: Salve

Allow me to show the suit. Admittedly there is no Arbitration Agreement between FRL and Amazon: Salve

I'll show why I had to go by way of a suit: Salve reads section 7

Look at section 8 Arbitration Act: Salve

Section 7 does not have words "or any other persons claiming under him" : Salve

Agreement must still be between the parties. This is where Emergency Arbitrator misdirected himself: Salve

They didn't bring the Section 8 plea before the court. I continue to claim that Emergency Award is not an order by Arbitral Tribunal: Salve

If I feel I have a grievance and I don't agree that I don't have an Arbitration agreement with you, I filed a suit : Salve

I said you were making false allegations, representations against me. You are committing a tort : Salve

In defense, they said emergency Arbitrator said it was their right. To which I said, I don't agree that Emergency Arbitrator is not Arbitral Tribunal: Salve

Single judge said with FRL, there is prima facie no Arbitration Agreement: Salve

They keep suggesting we didn't challenge. To us, Emergency Award is nothing. It is a nullity. I need not challenge it : Salve

Salve takes the court through the submissions made by Amazon before Single judge.

One is to say that concept of EA is alien law. Other is that between us, there is no Arbitration Agreement. There are two things: Salve

Salve continues with Single Judge order.

In para 8.17, the Single Judge has read it to mean that parties were left to choose from EA or court it is pre section 16 stage. The judge doens't hold that it is section 17 order: Salve

Salve continues to read single judge order.

Even if promoters have an agreement with Amazon, the directors can still sell : Salve

Salve refers to RIL judgment by Surpreme Court with respect to duty of directors.

It's all blah, blah in their rejoinder..just hot air! : Salve

Paragraph 10.29 is the conclusion. I'm just coming to an end. Just five more minutes : Salve

Continues to read the judgement of single judge.

For today's purpose, the court needs to see the operative finding : Salve

See the enormity of the problem. A judge says if you try and stop, it is unlawful interference. You have gone in appeal.. today, a single judge is being asked to stay another single judge .. it is what the court said would be unlawful interference: Salve

Court is concerned with prima facie case. Look at what the court says: Salve

For all these reasons, no interim order can be granted . It is open for me to argue that Emergency Award is a nulity: Salve

Court may give us time to put in our reply : Salve

Senior Advocate Vikram Nankani for other Respondents: There is a factual correct. All other Respondents have also contested the matter.

If your note is here, we'll consider it : Court

Senior Advocate Rohan Shah for Biyani family : We adopt the arguments by Mr Salve and Khambata.

They are continuing to approach court on the basis of conflation of agreements and we object : Shah

How much time will you take ? : Court

About 45 mins : Senior Adv Gopal Subramanium

We'll continue tomorrow : Court

Hearing adjourned till tomorrow.

Has any attempt been made to resolve the matter? : Court

I'll have to take instructions. Nothing tangible has happened: Subramanium

Are counsel for contesting Respondents here? : Court

We can refer the matter. I can refer it to two retired judges of SC and no action is taken : Court

We have no issue: Senior Adv Rajiv Nayar

We never shut the door : Subramanium

We'll take instructions and come tomorrow: Shah

Both you tell tomorrow whether any endeavour can be made : Court

Court puts the suggestion to Senior Adv Darius Khambata.

That will not delay the proceedings here: Court

We'll consider whatever protective order can be passed: Court

We offered to negotiate: Subramanium

From a person you've taken money, you can at least make an effort to resolve : Court

We'll take instructions : Khambata

Tomorrow, in any case we have to conclude and reserve the matter. And if in the meantime some protective order can be passed: Court

Both of you can exchange with. It should not be taken as deferring court proceedings: Court

It should come from you: Court

No further documents will be accepted by the registry : Court

In commercial matters, it is always helpful to find a solution: Court

Hearing adjourned.

Always helpful to find solution in commercial matters: Delhi High Court asks Amazon, Future if resolution is possible

@amazon @kishore_biyani
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