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Amaprop Limited v. Indiabulls Financial Services Limited

September 9, 2011

AMAPROP LIMITED,
PETITIONER,
v.
INDIABULLS FINANCIAL SERVICES LIMITED, RESPONDENT.



The opinion of the court was delivered by: Paul G. Gardephe, U.S.D.J.

MEMORANDUM OPINION & ORDER

Petitioner Amaprop Limited is a company organized under the laws of the Cayman Islands. Respondent Indiabulls Financial Services is a company organized under the laws of India. Amaprop and Indiabulls are both parties to a Share Subscription and Shareholders Agreement dated May 31, 2005 (the "Agreement"), which contains an arbitration provision. In January 2010, a dispute arose as to certain rights Amaprop wished to exercise under the Agreement, and, on January 19, 2010, Amaprop filed a request for arbitration with the International Centre for Dispute Resolution of the American Arbitration Association (the "ICDR") in New York. On March 21, 2011, the arbitral tribunal awarded Amaprop declaratory and specific relief, and on March 23, 2011, Amaprop filed this petition to confirm the arbitration award. Indiabulls has not responded to the petition.

For the reasons stated below, Amaprop's petition to confirm the arbitration award will be granted.

BACKGROUND

On May 31, 2005, Amaranth LLC entered into a "Share Subscription and Shareholders Agreement" with Indiabulls and the Indiabulls Finance Company Private Limited.

On June 6, 2005, the Agreement was amended "so as to replace Amaranth with Amaprop as a party," and "[a]ll of Amaranth's rights and obligations under the . . . Agreement . . . [were] vest[ed] with Amaprop." (Cmplt., Ex. B (Amendment Agreement) at 4) The Agreement contained a broad arbitration clause, requiring that "[a]ny action arising [out of or] relating to this Agreement or the other Transaction Documents shall be settled by arbitration in the State of New York in accordance with the rules of the American Arbitration Association . . . ." (Cmplt., Ex. A (Share Subscription and Shareholders Agreement) at 58) Furthermore, the Agreement stipulated that "[t]he costs and expenses of the arbitration, including the arbitrator's fees and expenses . . . shall be borne by the parties as determined by the arbitrator to be fair and reasonable; provided,however,that each party shall pay for and bear the cost of its own experts, evidence and counsel." (Id. (emphasis in original))

After Amaprop filed a notice of arbitration and statement of claim with the ICDR (Cmplt. ¶ 10), Indiabulls obtained an ex parte injunction from the High Court of Judicature at Bombayenjoining Amaprop from proceeding with the arbitration. (Id. ¶ 11) Amaprop then filed a petition to compel arbitration and a motion for a preliminary anti-suit injunction in this Court. (Id. ¶ 12) As set out in more detail in this Court's previous Orders, this Court: (1) granted Amaprop's petition to compel arbitration; (2) enjoined Indiabulls from prosecuting the actions filed against Amaprop in India; (3) instructed Indiabulls to dismiss or cause to be dismissed any actions currently pending in India arising from the Agreement; (4) enjoined Indiabulls from commencing any new legal actions in India arising from the Agreement; and (5) granted Amaprop's motion for attorneys' fees and costs in connection with its petition to compel arbitration and motion for a preliminary injunction. Amaprop Ltd. v. Indiabulls Fin. Servs. Ltd., No. 10 Civ. 1853(PGG), 2010 WL 1050988, at *10 (S.D.N.Y. Mar. 23, 2010); Amaprop Ltd. v. Indiabulls Fin. Servs. Ltd., No. 10 Civ. 1853(PGG), 2011 WL 1002439, at *1 (S.D.N.Y. Mar. 16, 2011).

The arbitration tribunal*fn1 conducted an evidentiary hearing between February 9, 2011 and February 11, 2011, at which all parties were represented by counsel. (Cmplt. ¶ 16) By agreement of the arbitration tribunal and the parties, the arbitration proceedings were declared closed as of February 18, 2011. (Id., Ex. L-N) On March 21, 2011, the tribunal issued a unanimous verdict in Amaprop's favor. (Id., Ex. D) The award granted Amaprop declaratory and specific relief compelling Indiabulls to honor Amaprop's Put Right and pay pre- and post-award interest. (Id., Ex. D at 74-77)

On March 23, 2011, Amaprop filed the instant petition to confirm the final arbitral award. As of today's date, Indiabulls has filed no opposition papers. Accordingly, the Court will treat the petition as unopposed.

DISCUSSION

I.APPLICABLE LAW

The Federal Arbitration Act provides:

A written provision in any . . . contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction . . . or an agreement in writing to submit to arbitration an existing controversy arising out of such a ...


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