Redowood Pty Ltd v Link Market Services Pty Ltd

Redowood Pty Ltd (Redowood) brought proceedings against Link Market Services Pty Ltd (Link) alleging negligence. This appeal concerned whether these later proceedings constituted an abuse of process, specifically invoking the principles of *Anshun* estoppel, following earlier proceedings between Redowood and another party, ASX Perpetual Registrars Ltd (ASX-Perpetual). The Court of Appeal of New South Wales was required to determine whether Redowood had acted reasonably in not bringing its claim against Link in the earlier proceedings, and whether the later proceedings should be dismissed as an abuse of process, particularly given the possibility of inconsistent decisions.

The court considered the principles of *Anshun* estoppel, which prevent a party from raising in later proceedings claims that could and should have been litigated in earlier proceedings. The central question was whether Redowood's failure to join Link as a party or to bring a separate claim against Link in the initial proceedings was reasonable. The court reasoned that the earlier proceedings involved a dispute over a contract to purchase Redowood's shares, and while Link was an intermediary, the potential for a negligence claim against Link was foreseeable and could have been brought at that time. The court found that Redowood had not acted reasonably in failing to pursue its claim against Link earlier, especially given the potential for inconsistent findings between the two sets of proceedings.

The Court of Appeal allowed the appeal, setting aside the orders below. In lieu thereof, the Notice of Motion was dismissed, with ASX-Perpetual to pay Redowood's costs of the motion and of the decision on the separate question. ASX-Perpetual was also ordered to pay Redowood's costs of the appeal, with a certificate under the Suitors' Fund Act if otherwise eligible.