Future Group Challenges SIAC Award in Delhi High Court, Cites Errors in Breach Finding

NEW DELHI – The long-running and intricate legal battle between Amazon and the Future Group has entered a new chapter, with Kishore Biyani-led Future Coupons Private Limited (FCPL) moving the Delhi High Court to set aside a significant arbitral award from the Singapore International Arbitration Centre (SIAC). The award, issued in June 2023, held the Future Group and its promoters liable for breach of contract and directed them to pay damages and costs to the e-commerce giant.

The petition, filed under Section 34 of the Arbitration and Conciliation Act, 1996, was heard by a single-judge bench of Justice Jasmeet Singh. The court has adjourned the matter to January 19 for further hearing after counsel for Future Coupons, Senior Advocate Dayan Krishnan, informed the bench that the "parties are in settlement talks." This development hints at a potential out-of-court resolution for a dispute that has traversed nearly every major legal and regulatory forum in India.

The case, titled Future Coupons Private Limited & Ors. v. Amazon.com NV Investment Holdings LLC & Ors. , challenges the SIAC tribunal's final award on the grounds that it "erred in holding the Future Group and its promoters in breach of contractual obligations under the Future Coupons shareholders' agreement."

Background: The Genesis of a High-Stakes Dispute

The dispute stems from a 2019 investment where Amazon.com NV Investment Holdings LLC acquired a 49% stake in FCPL for approximately Rs 1,400 crore. FCPL, in turn, held a minority stake in the publicly listed Future Retail Limited (FRL), the flagship company operating the Big Bazaar retail chain.

Central to Amazon's investment was a shareholders' agreement (SHA) that allegedly contained restrictive covenants. Amazon has consistently argued that this agreement barred the Future Group from selling its retail assets to a list of "restricted persons," which included Mukesh Ambani-led Reliance Industries Limited.

In 2020, facing a severe debt crisis amounting to around Rs 22,000 crore, the Future Group announced a Rs 24,713 crore deal to sell its retail, wholesale, and logistics assets to Reliance Retail Ventures Limited. Amazon swiftly invoked arbitration, claiming the deal was a direct violation of its contractual rights under the FCPL SHA.

In October 2020, Amazon secured a favorable order from an Emergency Arbitrator at SIAC, which temporarily restrained the Future Group from proceeding with the Reliance transaction. This emergency award became the focal point of extensive litigation in India regarding its validity and enforceability, a question that ultimately reached the Supreme Court, which affirmed the validity of emergency awards in India-seated arbitrations.

The SIAC Final Award: A Partial Victory for Amazon

The arbitration proceedings culminated in a final award where the three-member SIAC tribunal found Future Group and 11 of its promoters, including Kishore Biyani, liable for breach of contract. The tribunal's decision validated Amazon's primary contention regarding the violation of the shareholders' agreement.

However, the award on damages was a significant departure from Amazon's claim. While the American e-commerce major had sought damages to the tune of Rs 1,436 crore, the tribunal awarded a substantially lower amount of Rs 23.7 crore. The arbitrators reasoned that Amazon's investment value in FCPL had already been significantly eroded due to the deteriorating financial condition of FRL, which eventually entered insolvency proceedings, and the broader economic impact of the COVID-19 pandemic.

In addition to the damages, the tribunal directed the Future Group parties to bear significant legal expenses, ordering them to pay Rs 77.3 crore and SGD 68,550 towards Amazon's litigation and arbitration costs.

Grounds for Challenge and Legal Implications

FCPL's petition before the Delhi High Court seeks to set aside this award in its entirety. The primary ground for the challenge, as indicated in the source, is that the tribunal fundamentally erred in its finding of a contractual breach. This argument will require FCPL's legal team, led by Senior Advocate Dayan Krishnan, to demonstrate that the award suffers from patent illegality or is in conflict with the public policy of India—the limited grounds available for setting aside an award under Section 34 of the Arbitration Act.

For legal practitioners, this case presents a critical examination of the "public policy" exception. Indian courts have progressively narrowed the scope of this ground to prevent a merits-based review of arbitral awards, thereby fostering a pro-arbitration environment. The Delhi High Court's handling of FCPL's plea will be a litmus test for the judiciary's continued commitment to minimal interference.

Furthermore, the arbitration award's nuanced approach to calculating damages offers valuable insights for commercial litigators. The tribunal's decision to link the quantum of damages to the pre-existing financial distress of the underlying asset (FRL) underscores the principle of causation and the need for claimants to prove that their loss is a direct result of the breach, rather than other intervening factors.

The mention of ongoing "settlement talks" adds another layer of complexity. If a settlement is reached, it could bring an end to one of the most high-profile and acrimonious corporate disputes in recent Indian history. However, until a formal agreement is presented to the court, the legal challenge to the SIAC award remains a live and significant issue.

The dispute's long and winding journey through the Supreme Court, the National Company Law Appellate Tribunal (NCLAT), and the Competition Commission of India (CCI)—which famously imposed a Rs 200 crore penalty on Amazon for alleged non-disclosures in the 2019 deal—highlights the multifaceted nature of modern corporate litigation, where parties simultaneously engage in arbitration, company law proceedings, and regulatory challenges to secure their interests. The Delhi High Court's decision will now add the final, and perhaps decisive, word to this sprawling legal saga.

Case Details: * Case Title: Future Coupons Private Limited & Ors. v. Amazon.com NV Investment Holdings LLC & Ors. * Case Number: O.M.P. (COMM) - 458/2025 * Before: Delhi High Court * For Petitioners (Future Coupons): Senior Advocate Dayan Krishnan, advocates Pranjit Bhattacharya, Salonee Shukla, and others. * For Respondents (Amazon): Senior Advocate V P Singh, instructed by AZB & Partners.