Calcutta High Court Holds Amazon Not Liable For Brokerage Claim Without Signed Agreement With Pioneer
Kirit Singhania
29 Jan 2026 8:14 PM IST
The Calcutta High Court has recently held that mere exchange of emails and incorporation of modifications in draft terms cannot, by itself result in a legally enforceable contract, particularly when the parties clearly intended execution of a written agreement.
Justices Debangsu Basak and Md. Shabbar Rashidi allowed an appeal filed by Amazon Seller Services Pvt Ltd, which had challenged a trial court decree passed in favour of Pioneer Property Management Ltd. over alleged unpaid brokerage and damages.
“Mere communication of the terms of agreement and incorporating certain modifications therein cannot amount to a concluded contract, especially when the parties intended execution of such document in writing.”, the court observed.
The dispute arose in October 2014, when Amazon approached Pioneer seeking brokerage services for identifying warehouse space in and around Kolkata. The parties exchanged emails on commercial terms and also discussed a proposed Mutual Non-Disclosure Agreement (MNDA). Pioneer signed the draft MNDA and forwarded it to Amazon in December 2014 for execution. However Amazon never signed or returned the agreement.
Despite this, Pioneer continued sharing property details and later alleged that Amazon breached the MNDA by directly finalising a warehouse lease through a third party, avoiding payment of brokerage. A commercial suit was filed by Pioneer in 2016. The trial court held Amazon and another defendant jointly liable.
Setting aside the decree, the high court held that there was no concluded contract between Amazon and Pioneer, as the MNDA was admittedly never executed by Amazon.
The court also rejected the finding that Kuehne & Nagel (India) Pvt Ltd acted as Amazon's agent. It noted that Kuehne & Nagel was engaged under a master service agreement dated December 22, 2014, which expressly described it as an independent service provider and not an agent.
While allowing the appeal, the court held that Amazon could not be fastened with liability for brokerage charges or damages, when there was no enforceable contract.
For Appellant: Senior Advocate Jishnu Chowdhury with Advocates Harsh Hiroo Kursahani, Adarsh Kumar, Sayandeep Pahari, Sanskriti Agarwal, Alminhaz Karim
For Respondents: Senior Advocate Suparna Mukherjee with Advocates Sankarshan Sarkar, Ratul Das, Abhipriya Sarkar, Jayati Chowdhury, Jitendra Mehta