Shreya Gupta
On 28th June 2025, in a significant development in the long-standing legal dispute between Amazon and the Kishore Biyani-led Future Group, the Singapore International Arbitration Centre (SIAC) has awarded ₹23.7 crore in damages to Amazon.
The arbitration tribunal found that Future Group had breached its contractual obligations by entering into a transaction with Reliance Industries, a move that contravened the restrictive covenants laid out in the shareholder agreements between Amazon and Future Coupons Private Limited (FCPL), a Future Group company. The dispute traces back to Amazon’s ₹1,431 crore investment in FCPL in 2019, which provided Amazon with a 49% stake and indirect control over Future Retail Limited (FRL), India’s second-largest retail chain, circumventing India’s restrictions on foreign investment in multi-brand retail. The three-member tribunal consisted of eminent arbitrators: Prof. Albert Jan van den Berg, Prof. Jan Paulsson, and presiding arbitrator Senior Counsel Michael Hwang.
The 2019 agreements explicitly restricted Future Group from engaging in transactions with a list of 30 “restricted persons,” which included Reliance Industries. However, in August 2020, amid severe financial distress exacerbated by COVID-19 lockdowns and an overall debt burden of ₹22,000 crore, Future Group announced a ₹24,713 crore deal to sell its retail, wholesale, logistics, and warehousing businesses to Reliance.
Amazon promptly objected, asserting that the deal violated the terms of their agreement and initiated arbitration proceedings at SIAC in October 2020. Amazon obtained an emergency arbitration order halting the Reliance-Future deal, triggering a multi-forum legal battle that also involved Indian courts and regulatory bodies such as the Competition Commission of India (CCI). Notably, the CCI later suspended its approval of the Amazon-FCPL transaction, citing non-disclosure of material facts by Amazon.
Although Amazon sought ₹1,436 crore in damages—the full amount it had invested in FCPL—the SIAC tribunal awarded only ₹23.7 crore. The tribunal also awarded Amazon ₹77 crore towards legal costs, which was approximately 60% of the total ₹125 crore the company had incurred during the arbitration. Additionally, ₹6 crore was granted to cover arbitration fees, while no compensation was allowed for costs related to other parallel court or tribunal proceedings in India.
The tribunal held that the resolution passed by FRL’s Board of Directors to approve the Reliance transaction constituted a clear breach of the contractual terms agreed with Amazon. Amazon was represented by a formidable legal team including Senior Advocates Gopal Subramanium, Gourab Banerji, Amit Sibal, and Nakul Dewan, instructed by P&A Law Offices, AZB & Partners, and Wong Partnership LLP. On the other hand, Future Coupons and its promoters were represented by Senior Advocate Dayan Krishnan and Singapore-based Senior Counsel Abraham Vergis, instructed by Agarwal Law Associates. FRL was represented by King’s Counsel Harish N. Salve and Senior Advocate Darius Khambata, with Ameet Naik of Naik, Naik and Company acting as instructing counsel.
This arbitration outcome underscores the enforceability of shareholder covenants in cross-border investment agreements and reflects the increasingly complex intersection between global investment strategies and domestic regulatory constraints in India. While Amazon secured a partial victory, the modest damages awarded highlight the tribunal’s measured approach in quantifying the financial consequences of the breach.
Tribunal Bench: Prof. Albert Jan van den Berg, Prof. Jan Paulsson, and Senior Counsel Michael Hwang.
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