Amazon, Future agree to talks after SC nudge
The top court also refused to stay legal proceedings in the Delhi high court and NCLAT over Amazon’s objection to the ₹24,713 crore acquisition of Future Retail by Reliance Industries Limited.
US retail giant Amazon and the Kishore Biyani-led Future Group reportedly agreed to talks on Thursday, hours after the Supreme Court suggested the two sides hold discussion to settle their dispute instead of dragging the legal fight on.
The top court also refused to stay legal proceedings in the Delhi high court and the National Company Law Appellate Tribunal (NCLAT) over Amazon’s objection to the ₹24,713 crore acquisition of Future Retail by Reliance Industries Limited.
Reuters reported later in the day that the two sides had agreed to talks, purportedly following an olive branch extended by the American company.
“Amazon, which has been in combative mode, is now in conciliatory mode,” the news agency quoted an unnamed lawyer involved in the dispute as saying.
During the hearing on Thursday morning, the bench headed by Chief Justice NV Ramana said: “It is better to have a dialogue and finish this dispute instead of all this legal battle.”
The bench said this while dealing with an appeal filed by Amazon.com NV Investment Holdings LLC against an order passed by the Delhi high court staying the arbitration proceedings with Future Retail at the Singapore International Arbitration Centre (SIAC).
Adjourning the matter to March 15, the bench, also comprising justices AS Bopanna and Hima Kohli, said: “We are neither happy, nor are we here to advise, but we thought of it in the interest of the parties if the matter can be solved among yourselves. We will not force you to do it.”
The offer for talks was mooted by Amazon’s senior advocate Gopal Subramanium, who said that the dispute could be ended through dialogue. Senior lawyer Harish Salve, appearing for Future Retail, said that nothing stops the US e-commerce giant from initiating talks. “Let us at least have a conversation. We cannot allow the spinners’ wheel to continue like this...We must come face to face and discuss the best possibilities,” Subramanium said.
Subramanium insisted that to facilitate a dialogue, there should be “withholding” of the proceedings before the NCLAT and the Delhi high court. Salve opposed any stay on proceedings on the grounds that no order is expected in the coming two weeks. “I am getting a feeling that there is undue insistence on staying the high court proceedings,” Salve said. “There is a report doing rounds that some criminal proceedings have been initiated by Amazon against us. This 15-day period should not be taken to pursue those proceedings.”
Subramanium dismissed the report as “incorrect”, and replied: “For the purposes of an effective conversation, day to day proceedings can queer the pitch. Some quietus is needed on these proceedings.”
The bench refused to accede to Subramanian’s demand. Recording the submissions of both Subramanium and Salve, it said, “In view of what is stated above, we do not intend to pass any order [for withholding proceedings].”
However, it told Amazon that getting a stay of proceedings will not be in its favour as NCLAT proceedings arise from an order passed by a statutory authority, the Competition Commission of India (CCI), which set aside the 2019 deal between Amazon and Future Retail in December last year.
The legal trouble between Amazon and Future has played out at multiple courts andn tribunals, including the Singapore arbitration centre. At stake is a $3,4 billion deal that Future struck with Reliance for the sale of its network of stores. Amazon has said the sale violated certain contracts it had with Future, a claim the latter denies.
Following the 2019 deal, Amazon invested ₹1,400 crore in Future and obtained an interim emergency award from SIAC in October 2020 restraining Reliance Retail to proceed with its acquisition of Future’s assets. This status quo order by SIAC is the subject matter of proceedings pending before the Delhi high court.
“Stopping proceedings before NCLAT is not good for you (Amazon). It’s an order from a statutory authority. You have to come clear of it,” the bench remarked. However, it added, “It is ultimately for you to decide which option to take. If you are agreeable to early hearing before the arbitral tribunal, we can say that. Or if you want talks, we can facilitate a forum or a person or if you want to argue this case on merits, we will proceed with the hearing. It is good for all of you if the matter is resolved whichever way.”
Senior advocate Mukul Rohatgi, also appearing for Future, said, “My problem is that we are facing an injunction with regard to scheme where I am faced with a debt of over ₹27,000 crore. Today we have a party ready to take this debt. If we talk for two weeks, the scheme will not go forward and I will be dead. They (Amazon) have nothing to lose in this.”
Salve told the court said that the matter involves three large business houses who do not need a mediator to talk. “Offline, their solicitors can contact us, and I will ensure that a meeting takes place to end this logjam. The only reason for us to approach this Court was during the Omicron wave, the arbitral tribunal refused to accommodate us as no person was travelling and the cross examination required us to deal with records running into 40,000 pages.”
The dispute between Amazon and Future has tested the patience of the Supreme Court on earlier occasions too. The court remarked on February 8 that the legal battle is “luxury litigation” being pursued by both sides when Future group approached Court after consortium of banks issued notice threatening to initiate insolvency proceedings against Future Retail.
Last month, the top court set aside several adverse orders passed by the Delhi high court ordering attachment of properties belonging to Kishore Biyani and other promoters of Future Group. The court referred the matter back to the high court to reconsider all matters afresh while dealing with Future’s challenge to enforceability of arbitral award by SIAC.