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1.4 Though not challenging the Emergency Award order (in short 'EA order') dated 25th August, 2020 on merits before this Court which challenge is also not maintainable in the present suit, grievance of FRL in the present suit is to the use of EA order and the interim directions passed therein restraining FRL from proceeding further with the Resolution dated 29th CS(COMM) 493 of 2020 Page August, 2020. Thus in the present suit and application though FRL does not seek a declaration as to the invalidity of the EA order on merits, however, the legal status of the Emergency Arbitrator and the consequential EA order is an issue in the present suit and application. Argument on behalf of FRL duly supported by the defendants except Amazon is that the concept of emergency arbitration is outside the scope of Part-1 of the Arbitration and Conciliation Act, 1996 (in short the 'A&C Act'), thus the EA order passed is bereft of jurisdiction and a nullity. Therefore, the directions on the strength of which Amazon is filing representations/complaints to various statutory authorities interferes in the course of business of FRL and amounts to tortiuous interference for which FRL seeks injunction in the present suit. 1.5 Case of FRL and other defendants except Amazon is that FRL is a listed company having more than three lakhs shareholders and over 25,000 employees, operating retail chains in more than 400 cities in every State of the country through digital platforms and also through about 1534 physical stores across India. Covid-19 pandemic has had a devastating impact on the Indian retail sector including FRL which is in serious economic peril. FRL‟s financial condition is rapidly deteriorating with notices being received from banks, financial institutions, creditors, landlords and vendors etc. Reliance is acquiring the retail and wholesale business as also the logistic and warehousing business from the Future Group as going concerns on a slump sale basis for lumpsum aggregate consideration of INR 24,713 crores, subject to adjustments as set out in the composite scheme of arrangement (in short „the scheme‟). The transaction will address concerns of FRL‟s creditors as Reliance will acquire not only FRL‟s retail assets but also its liabilities amounting to approximately ₹12,801/- crores. Further as per the CS(COMM) 493 of 2020 Page transaction Reliance has agreed to invest a sum of ₹2,800/-crores into the merged entity which besides others will be used to pay FRL‟s residual liabilities. Therefore, the transaction will avert FRL‟s insolvency. In case the transaction falls out, FRL will go into liquidation, causing damage to the public shareholders, livelihood of the employees etc. The transaction will infact preserve the value of the Amazon‟s investment in FCPL whose primary asset is its shares in FRL. In case FRL becomes insolvent, the same will destroy the substratum of Amazon‟s investment in FCPL. It is, therefore, also claimed that de hors the invalidity of EA order, the conduct of Amazon in the interfering before the statutory authorities/Regulators amounts to tortious interference.

7.2 According to Mr. Gopal Subramanium, learned Senior Counsel for Amazon, the EA order has not been challenged before this Court on merits and cannot be challenged in the present suit. Further validity of EA order can only be challenged as per the procedure prescribed under the SIAC Rules or Part-I of the A&C. It is stated that the plea of FRL seeking to discard the EA order on the basis of a self styled judgment declaring it to be a nullity in the present proceedings is impermissible, as a collateral challenge cannot be manifested under the Indian law. 7.3 In response, pleas of FRL are that the EA order is not in challenge on merits before this Court and only the legal status of the Emergency Arbitrator and the consequential EA order on that ground alone is an issue before this Court. Even if the present suit does not seek a declaration as to the invalidity of the EA order on merits, this Court has jurisdiction to entertain the plea of FRL challenging the legal status of the Emergency Arbitrator and the same being invalid, the use of EA order by Amazon before the Statutory Authorities and the Regulators is illegal. 7.4 Mr.Darius J. Khambata, learned Senior Counsel appearing on behalf of FRL contends that since Amazon is using and relying upon the EA order, FRL can maintain a challenge to the jurisdiction and validity of Emergency Arbitrator in the present suit. In this regard he relies upon the decisions CS(COMM) 493 of 2020 Page of 132 Signing Date:21.12.2020 10:52:53 reported as 1990 (1) SCC 193 Sushil Kumar Mehta vs. Gobind Ram Bohra, 1991 (3) SCC 136 Ajudh Raj & Ors. vs. Moti and MANU/SC/0372/1966 Mohd.Murtiza Khan vs. State of M.P. 7.5 FRL claims that the acts of Amazon in interfering with the rights of FRL (not a signatory to FCPL SHA) and to other third party i.e. Reliance, with performance of their obligations under the "transaction" is illegal, amounting to tortious interference in lawful acts of FRL and Reliance. The three grounds urged by FRL to support its plea of tortious interference by Amazon are; Firstly, that the EA order on the strength of which Amazon seeks to obstruct the approval of the transaction before the Statutory Authorities/Regulators is invalid as the Emergency Arbitrator is a coram non judice; Secondly, Amazon is illegally claiming the Resolution dated 29th August, 2020 of FRL as void and contrary to the statutory provisions; and Thirdly, by conflation of the FRL SHA, FCPL SHA and FCPL SSA, Amazon seeks to exercise 'control' over FRL which is forbidden under the FEMA FDI Rules.

"28. One of the basic principles of law is that every right has a remedy. Ubi jus ibi remediem is the well-know maxim. Every civil suit is cognizable unless it is barred, ―there is an inherent right in every person to bring a suit of a civil nature and unless the suit is barred by statute one may, at one's peril, bring a suit of one's choice. It is no answer to a suit, howsoever frivolous the claim, that the law confers no such right to sue‖ 7.8 Reading of Section 9 of the Code of Civil Procedure (CPC) makes it clear that only where the jurisdiction of the civil court is expressly or impliedly barred, the civil court will have no jurisdiction. In the present case FRL is asserting its rights to proceed with the transaction with Reliance and is aggrieved by the acts of Amazon in interfering with the said transaction, amounting to tortious interference. Therefore, the cause of action in the present suit pleaded by FRL being the alleged tortious interference in its future course of action in entering into the transaction with Reliance, whereas the cause of action before the Emergency arbitrator being the alleged breach of the FCPL SHA and FRL SHA as pleaded by Amazon against FRL, the present suit is based on a distinct cause of action and thus maintainable.

7.9 Plea of learned Senior counsel on behalf of Amazon that since all these pleas were urged before the Emergency Arbitrator and thus cannot be reagitated in this suit is also flawed for the reason, factual foundations being same for different causes of action, overlap of factual and legal issues may occur, however, the same will not impact the maintainability of the suit. 7.10 Further the present civil suit is also not barred due to the invocation of Emergency Arbitration by the Amazon. Maintainability of the suit is determined on the basis of cause of action. Cause of action for determination before the Emergency Arbitrator was based on the claim of CS(COMM) 493 of 2020 Page of 132 Signing Date:21.12.2020 10:52:53 Amazon in respect of the breach of two agreements i.e. FCPL SHA and FRL SHA and a relief consequential to the breach, however the cause of action in the present suit by FRL is based on the alleged interference of Amazon in the "transaction" which is essential for the survival of FRL and that the same amounts to tortious interference entailing a relief of injunction. Further, merely because Amazon impleaded FRL as a party in the Emergency Arbitration based on the conflation of the FCPL SHA, FCPL SSA and FRL SHA as also on the basis of the principle of 'group of companies' that does not imply that FRL is barred from taking any civil action against Amazon except through invoking Arbitration for the reason there is no arbitration agreement between FRL and Amazon as such.