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Author: Archee Samaiya a 5-year BA LLB student at Kle Law College Bangalore.
In a significant development that enhances the credibility of international arbitration for corporate disputes involving Indian companies, the Singapore International Arbitration Centre (SIAC) has ruled in favor of Amazon, awarding the e-commerce giant ₹23.7 crore in compensation, along with a direction for the Future Group to pay an additional ₹77 crore for litigation and arbitration-related costs. This ruling marks the resolution of one of India’s most prominent disputes related to foreign investment and highlights the increasing acceptance of emergency arbitration and the importance of investment contracts within the Indian legal system. The outcomes of this ruling extend beyond the parties directly involved, as it sets crucial precedents for the enforcement of foreign arbitral awards and the stability of contractual rights within India’s corporate and legal landscape.
In August 2019, Amazon and NV Investment Holdings LLC, a subsidiary of Amazon, entered into an agreement with Future Coupons Pvt Ltd (FCPL), a promotion entity of Future Retail Ltd (FRL), acquiring a 49% stake in FCPL for ₹1,500 crore. By August 2020, facing severe financial difficulties exacerbated by the COVID-19 pandemic, Future Group decided to sell its retail, wholesale, logistics, and warehousing assets to Reliance Retail Ventures Ltd (RRVL) for approximately ₹24,713 crore.
Amazon challenged this transaction, claiming it breached their contractual obligations under a “restricted persons” clause. Consequently, Amazon invoked the arbitration clause in the shareholder agreement, initiating arbitration at SIAC and seeking an emergency injunction to halt the impending deal. In October 2020, SIAC appointed an emergency arbitrator who ruled in Amazon’s favor, issuing an interim order preventing Future Group from proceeding with the sale to Reliance. Amazon then sought enforcement of this interim relief through Indian courts. The situation escalated into a complex legal battle involving not just Amazon and Future Group but also regulatory bodies such as SEBI, CCI, and the NCLT, as well as judicial entities including the Delhi High Court and the Supreme Court of India. A key issue emerging from this conflict was the enforceability of emergency arbitration awards issued in foreign-seated arbitrations under the Arbitration and Conciliation Act, 1996 in India.
The enforceability of an emergency arbitrator’s order was initially examined by the Delhi High Court, which, in its earlier decisions, affirmed the emergency order as binding under Indian law. The Court found that Future Group had breached the interim order and instructed actions against the company’s directors for contempt. In response, Future Group contested these rulings, arguing that emergency arbitration wasn’t acknowledged within the Indian legal framework and that an emergency arbitrator’s decision lacked the same authority as an order from an arbitral tribunal or civil court in India.
In a landmark verdict in August 2021 in the case of Future Retail Ltd & Ors v. Amazon.com NV Investment Holdings LLC, the Supreme Court of India clarified this legal uncertainty by declaring that orders from emergency arbitrators are valid and enforceable under Indian law, particularly citing Section 17(2) of the Arbitration and Conciliation Act, 1996, which allows for enforcing interim measures provided by arbitral tribunals. Parties engaged in institutional arbitration (such as under SIAC Rules) must adhere to the protocols established within those rules, including for emergency arbitration. This ruling was broadly acclaimed as a major advancement for arbitration law in India, reflecting the judiciary’s endorsement of respecting foreign arbitration practices and the autonomy of parties involved.
After nearly four years of arbitration proceedings, the SIAC arbitral tribunal issued its final ruling in July 2025, concluding that Future Group had breached its contract with Amazon and had executed a deal that violated pre-established investment protections. Amazon was awarded ₹23.7 crore in monetary damages for the contractual violation, along with ₹77 crore for legal and arbitration expenses, which included fees for legal counsel, expert witnesses, arbitration filing, administrative costs, and related documentation. The tribunal remarked that Future Group’s financial difficulties did not excuse its disregard for legally binding contract terms, emphasizing that commercial needs cannot take precedence over contract obligations.
The Arbitration and Conciliation Act of 1996 regulates the acknowledgment and implementation of foreign arbitral awards in India. The enforceability of the SIAC award is based on: Section 17(2), which states that interim relief granted by an arbitral tribunal can be enforced like a court order, and Section 48, which permits the enforcement of foreign awards as long as they do not violate public policy. In the case of Amazon v. Future Retail (SC, 2021), the court affirmed that emergency awards from SIAC are recognized under Indian law. Additionally, Bharat Aluminium Co. v. Kaiser Aluminium (BALCO, 2012) acknowledged a different framework for arbitrations held outside India under Part II of the Arbitration Act. The principle of party autonomy allows contracting parties to decide the terms of their dispute resolution processes, including selecting the arbitration forum and applicable rules. Centrotrade Minerals & Metal Inc. v. Hindustan Copper Ltd. (2017) confirmed that parties have the right to establish multi-tier arbitration mechanisms and adhere to foreign institutional rules, further emphasizing party autonomy.
Amazon’s stance was grounded in the assertion that Future Group had violated key terms of their shareholders’ agreement. Indian law safeguards contractual obligations as outlined in Sections 10 and 73 of the Indian Contract Act, 1872, which pertains to the validity of contracts and compensation for breaches. The case of Vodafone International Holdings v. Union of India (2012), although focused on taxation, highlighted the importance of honoring international investment frameworks. Similarly, Shree Ambica Medical Stores v. Surat People’s Co-operative Bank Ltd. (2021) emphasized the enforceability of contractual rights in investment and partnership conflicts.
The allocation of ₹77 crore for legal costs by the SIAC tribunal reflects the principle that the losing party is responsible for arbitration expenses, a standard practice in international arbitration. Sections 31(8) and 31A of the Arbitration Act grant tribunals the authority to determine and distribute arbitration costs based on the dispute’s outcome, reinforcing that contractual commitments with foreign investors are legally binding. Ignoring such obligations may result in reputational harm and substantial financial consequences.
This ruling is expected to bolster investor confidence in India as a jurisdiction that honors international arbitration norms and equitably enforces awards, assuring foreign stakeholders that their investments are safeguarded under both domestic and international legal systems. This case contributes to India’s transformation into a more arbitration-friendly environment. The Supreme Court’s support for arbitration, along with SIAC’s effective dispute resolution framework, enhances India’s reputation in the global dispute resolution arena. The SIAC tribunal’s award of ₹23.7 crore in damages and ₹77 crore in legal costs to Amazon in its dispute with Future Group marks a significant development in corporate dispute resolution between Indian firms and foreign investors. It serves as a vital reminder that contractual commitments must be upheld, even in times of financial difficulty, and emphasizes that foreign arbitral awards are both enforceable and impactful.
