RinRim Pty Ltd v Deutsche Bank AG [2016] NSWSC 1377

Supreme Court New South Wales

Medium Neutral Citation: RinRim Pty Ltd v Deutsche Bank AG [2016] NSWSC 1377 Hearing dates: 15, 16, 17, 18 and 22 August 2016 Date of orders: 07 October 2016 Decision date: 07 October 2016 Before: Bergin CJ in Eq Decision: Plaintiff's claims dismissed with costs. Catchwords: BANKING AND FINANCE – where capital raising by Accelerated Renounceable Entitlement Offer (AREO) underwritten by three underwriters/joint lead managers – where contract between underwriters and publicly listed company – whether underwriters or publicly listed company owed obligations to particular shareholders and/or investors in AREO process.

NEGLIGENCE – where novel claim for imposition of duty of care – identification of particular class – salient features to be considered – whether duty of care to be imposed – if duty of care imposed success of claims dependent upon whether evidence leads to a conclusion that plaintiff would have acted in a particular manner.

MISLEADING OR DECEPTIVE CONDUCT – where plaintiff claims that defendants failure to provide it with notice that it could make contact with the joint lead managers to ask to be included in an aspect of the AREO led it to believe that it was not qualified for inclusion – where outcome dependent upon acceptance of plaintiff's witness evidence as to what it would have done if given such notice. Legislation Cited: Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) Australian Securities and Investment Commission Act 2001(Cth) Civil Liability Act 2002 Corporations Act 2001(Cth) Fair Trading Act 1987 Trade Practices Act 1974 (Cth) Cases Cited: Badenach v Calvert (2016) 331 ALR 48; [2016] HCA 18 Brookfield Multiplex Ltd v Owners Corporation Strata Plan 61288 (2014) 254 CLR 185 Caltex v Stavar [2009] NSWCA 258 Hawkins v Clayton (1988) 164 CLR 589 Hill v Van Erp (1997) 188 CLR 159 Perre v Apand Pty Ltd (1999) 198 CLR 180 Category: Principal judgment Parties: RinRim Pty Limited (Plaintiff) Deutsche Bank AG, Sydney Branch (1st Defendant) Credit Suisse (Australia) Limited (2nd Defendant) CIMB Capital Markets (Australia) Limited (3rd Defendant) Primary Health Care Limited (4th Defendant) Representation: Counsel: LV Gyles SC/SA Lawrance/H Chiu (Plaintiff) AS Bell SC/A Shearer (1st to 3rd Defendants) IM Jackman SC/DFC Thomas (4th Defendant)