RinRim Pty Ltd v Deutsche Bank AG

RinRim Pty Ltd appealed to the Court of Appeal of New South Wales against a decision of the primary judge. The dispute concerned allegations of negligence by RinRim against Deutsche Bank AG, an underwriter involved in an Accelerated Renounceable Entitlement Offer (AREO). RinRim claimed that Deutsche Bank's failure to inform it of its ability to seek acceleration into the Institutional Offer and renounce its entitlement caused RinRim to suffer loss.

The Court of Appeal was required to determine two primary legal issues. First, whether the primary judge erred in finding that RinRim would not have sought acceleration into the Institutional Offer in any event, thereby failing to establish causation for its negligence claim. Second, the Court considered whether the company and its underwriters owed a duty of care to a large shareholder, such as RinRim, to inform it of the option to seek acceleration into the first stage of the AREO to renounce its entitlement. The Court also considered whether RinRim should be permitted to raise a new argument on appeal, and if so, whether this would cause prejudice to the respondents.

The Court of Appeal dismissed the appeal, upholding the primary judge's findings. The Court reasoned that RinRim had not demonstrated that the primary judge erred in concluding that RinRim would not have sought acceleration even if it had been informed of the option. This finding was central to the lack of established causation. Furthermore, the Court found no error in the primary judge's determination that no duty of care was owed in the circumstances to inform RinRim of the specific acceleration option. The Court also declined to permit the new argument on appeal, finding it would cause prejudice to the respondents.

Consequently, the appeal was dismissed, and RinRim Pty Ltd was ordered to pay the respondents’ costs of the appeal.