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 Gopal Subramanium appears for @amazon.

He will make rejoinder submissions today.

I'll be making a statement at the end of the hearing. There's a time zone gap: Subramanium on the Court's suggestion to parties to resolve the dispute.

We have no privity of contract with Amazon. It will create tremendous confusion to have talks with @amazon. We do not concede to this suggestion: Senior Advocate Darius Khambata for Future Retail

#FutureRetail

We have initiated Arbitration before SIAC. We are willing to enter into a purposive dialogue for the purpose of direct contact : Subramanium

#Amazon #Future

We echo the statement made by Mr Khambata. A lot of water has flown under the bridge. ED has also started investigation thanks to their stand : Senior Adv Vikram Nankani for Future Coupons

#Future #Amazon

Subramanium begins his rejoinder submissions.

The Biyanis are the people who drove the contract. The agreement with FRL was actually the agreement which was driven by Biyanis to induce us : Subramanium

@amazon

At the relevant time, there was no multi brand retail FDI in India. We hoped to have a foothold. I expected that assets would be available at the relevant time : Subramanium

The Biyanis wanted to collaborate with strategic foreign investors: Subramanium

They wanted to grow the business of Future Group and monetize the shareholding in FRL : Subramanium refers to the Emergency Award finding

As a first step, the restructured FCPL to acquire shares of FRL. This structure enabled Biyanis to attract an investor: Subramanium reads

FRL, FCPL and Biyanis entered into FRL SHA: Subramanium

The Biyanis together with FCPL held almost 50% of FRL. FRL required FCPL consent in case of disposal of retail assets: Subramanium

Amazon's consent was necessary before FCPL could give consent to FRL: Subramanium

Subramanium asserts that there is a restricted persons list in FRL SHA.

The agreement records that this Rs 1432 crore was received by FRL. What was the consideration? That you would not throw away assets or deal with restricted persons: Subramanium refers to the findings in Emergency Award

They said even though you are 49% in FCPL. For FRL assets, we would take your consent : Subramanium

The Emergency Arbitrator.. the transcript was made available.. it is admitted that but for this protection of asset this agreement would not have happened: Subramanium

When money was received and agreement was entered into, it was all in compliance of Indian law : Subramanium

FRL made a disclosure regarding FCPL SHA on Aug 22, 2019. FCPL issued a letter to FRL and provided the list of restricted persons which was identical to the list in FCPL-Amazon SHA: Subramanium

Teh Emergency Arbitrator analysed the Indian law and said that you (FRL) are bound : Subramanium

Share subscription agreement records that then money went it FRK account : Subramanium

The Biyanis approached Amazon that they needed INR 500 Crore for FRL. After having reaped the benefit and now say that all of this in illegal.. that's why Emergency Arbitrator said it was in breach: Subramanium

Now FRL would not veen exist : Subramanium

Does anyone put down INR 1431 crore so that the company is dissolved? : Subramanium

FCPL required Amazon's consent. FCPL could not have consented: Subramanium reads the Emergency Award

Parties agreed that parties could even get injunctions. This is in the SHA: Subramanium

Under the SIAC rules you have lodge an objection wrt to jurisdiction. SIAC court said no you have to continue. They raised it before the emergency Arbitrator: Subramanium

Now they've raised the plea of jurisdiction before the Arbitration Tribunal: Subramanium

It cannot be argued to say there is nulity in enforcement proceedings : Subramanium

FRL participated in Emergency Arbitration: Subramanium

These points were argued before the EA and rejected: Subramanium

In the EA, the Arbitrator is so careful in recording .. he wanted an assurance that status quo would be maintained. They refused and EA said it was constrained to pass some interim order : Subramanium

Subramanium refers to FRL's suit before the Delhi High Court.

FRL sought interim relief to stop Amazon from writing to the regulators : Subramanium

They do not challenge the Emergency Award but are willing to say that it is a nulity: Subramanium

Twice their objections were rejected. They are welcome to raise it again. But can the Emergency Award be disobeyed in the meantime? : Subramanium

The single judge was only dealing with the application to stop me from writing to the regulators. The application was dismissed: Subramanium

Single judge said the Award was in my favour. How can they interpret it to say that the court rubbished my order: Subramanium

The court was asked to say quorum non judice. The court rejected it: Subramanium

Can it be said it was superseded? The Emergency Award was not an issue before the single judge: Subramanium

The EA order today is an order passed by the Arbitral Tribunal. You have to move an application to set it aside : Subramanium

The application was not disposed of by Single Judge. It was dismissed: Subramanium

Amazon preferred a limited appeal .. this appeal is on the point that if there is an Arbitration clause and parties are before the Tribunal, the matter should be referred to the Tribunal: Subramanium

Subramanium refers the NCLT filing by FRL.

There is an invitation to go behind the order : Subramanium

Subramanium reads from his rejoinder note.

FRL failed to appreciate that the validity of the EA order is intact.. the order is still in existence. The court cannot go behind the EA order in a collateral attack: Subramanium

It is because the single judge said that the Emergency Arbitrator was not quorum non judice, the application was dismissed: Subramanium

Emergency Arbitrator has given reasons and analysis of our Arbitration Act : Subramanium

FRL has stated it's intention to file an application before the Arbitration Tribunal showing that the emergency award is binding : Subramanium

Emergency Award was valid and not a nulity. If I can rely upon the Emergency Award to the write to the Regulators, I can't enforce it? The single judge said irreparable injury would be caused to @amazon : Subramanium

SIAC Rule 7 says that Emergency Arbitrator has the same power as an Arbitrator: Subramanium

This is an India seated Arbitration. It is an interim order passed in Delhi. It is really Part I. FRL now can't unilaterally claim that Emergency Award is nulity: Subramanium

If single judge said I could go to an EA, would it not be enforceable under section 17? : Subramanium

To supersede an order, it has to be challenged. It has to be an issue. Single judge has not referred to any findings/ para of the Emergency Award : Subramanium

The single judge denied any interim relief to FRL. It said I could go and show it to the Regulators: Subramanian

Subramanium reads the single judge order recording that FRL was not pressing for any anti Arbitration relief.

Subramanium refers to passage saying that the Emergency Award was not under challenge.

The order was only on one prayer which was rejected: Subramanium

Court said Amazon had an order in their favour and can surely write to authorities. This is really this order. It being relied upon to show that Emergency Award reasons have been upset. There has to be an appeal : Subramanium

Subramanium reads single judge order clarifying that it was only dealing with the legal status of Emergency Arbitrator and not the merits.

Court reads single judge order.

If Emergency Award is not invalid. It is valid. That's why single judge permitted me to rely on it : Subramanium

Subramanium further reads the single judge order.

I want to show why the judge said I would suffer irreparable loss. That's the way to read the order and not that it has superseded the Emergency Award: Subramanium

If laws change, I must have these assets. This is what the single judge says.. it is for the statutory authorities to apply their mind. This all that is in the order : Subramanium

The application is dismissed but I can't enforce the order?: Subramanium as he reads the single judge order.

This is going to be a very important and first pronouncement under section 17 (2). There is no suppression of the emergency award: Subramanium

FRL is a proper party to the Arbitration: Subramanium

Nulity can't be qua one party. All the order Respondents are parties to the Arbitration agreement: Subr

They've had two hits. They want to argue the same points: Subramanium

Subramanium reads the Emergency Award finding on FRL being a proper party to the arbitration agreement.

Subramanium reads Award finding with respect to "undeniable indivisiblity" of FRL and other parties.

Subramanium continues to read the award.

Subramanium states that two agreements (two SHAs) were signed by parties to comply with Indian laws and now the same people day that it is illegal.

The third agreement has the answer.. to protect the FRL assets by the Share subscription agreement : Subramanium

It is very clear how the Emergency Arbitrator made FRL a party : Subramanium

They are asking the court to do something that contrary to the record : Subramanium

Subramanium reads the emergency Arbitrator transcript.

Subramanium reads Senior Adv Harish Salve's statement that but for FRL SHA there would have been no investment from Amazon.

To comply with the law, there were two agreements. What is this what is being argued on? : Subramanium

Subramanium further reads from his note.

The Emergency Arbitrator found that at the core was a group of companies : Subramanium

FRL can't be allowed to re-agitate the same challenges: Subramanium

I'm saying read the two agreements together. Does it mean that I'm saying I control FRL? It is an argument of merit and was rejected by emergency Arbitrator: Subramanium

Respondents having taken the benefit of Amazon investment, FRL and others are in breach of their contractual obligations: Subramanium

Protective rights are not controlling rights : Subramanium

I have set out all conclusions of EA : Subramanium refers to the note submitted to court

Amazon investment was not a short term flirtation : Subramanium reads

Without informing Amazon about the transaction, the promoters went ahead. Amazon is keen to work and desirable of finding a resolution: Subramanium

One last para of the Award and I'm closing the case : Subramanium

Why is interim relief necessary..the balance of convenience. The assets should not go away : Subramanium

I adopt the observations in the Emergency Award as my submissions: Subramanium as he reads the Award

The greater the progress made, the harder it will be to unravel it. That's why I pray for ad interim relief : Subramanium

Pending final decision, some protective order be passed. FRL shouldn't be allowed to rely on the approvals: Subramanium

They must be prevented from relying upon them : Subramanium

Senior Advocate Amit Sibal : Balance of convenience is in Amazon's favor. All action is before teh Arbitration Tribunal. In the meantime, the Award should at least be enforced.

Subramanium concludes.

Will you maintain status quo till we pass the order? Court asks Senior Adv Harish Salve

Salve points out that the application before Arbitration Tribunal is without prejudice.

If single judge allowed him to write to authorities, it can't be that we weren't. I'm not agreeing to any interim position. Matter will be heard by NCLT : Salve

Court takes a break for five minutes..

Hearing resumes.

I'm commencing the order. I request you to not interrupt : Court

Order reserved: Court

#BREAKING

Delhi High Court reserves order in @amazon's plea to stop FRL from relying on approvals given by statutory authorities in relation to deal with #Reliance.

#Future

Court records submissions and case background..

#BREAKING

Delhi High Court forms a prima facie view that Emergency Award is enforceable under Section 17 (2).

Delhi High Court directs FRL and other Respondents to maintain status quo.

@fg_buzz

#Future @kishore_biyani

#BREAKING

Status quo to be maintained as of 4:49 pm till the date when a detailed interim order is pronounced by the court : Justice JR Midha

#Amazon #FRL #Future

@fg_buzz

#BREAKING
Emergency Arbitrator rightly proceeded against FRL, Emergency Award is not a nulity. Emergency award is enforceable under Section 17(2) and appealable under section 37 Arbitration Act: Court gives prima facie view.

#Amazon
#Future

#BREAKING

In the meantime, all authorities shall maintain status quo with respect to all matters in violation of the Emergency Award : Delhi High Court

#Future #Amazon

@amazon

#BreakingNews

Delhi High Court directs FRL to state all steps and actions taken by it after the date of the Emergency Award ie October 25, 2020, in connection with the deal with Reliance.

#Amazon #FRL #Future