Hillam v Iacullo

The dispute in *Hillam v Iacullo* concerned two successive written loan agreements between the same parties. The appellant, Mr Hillam, argued that the later agreement had discharged the parties' obligations under the earlier agreement. The primary issue was whether the later agreement, which dealt with the same subject matter but contained different terms, implicitly discharged the earlier agreement in the absence of express rescission.

The court was also required to determine whether the lenders were in breach of contract. The lenders had promised to advance funds by a particular date, while the borrower had promised to provide security within a reasonable time and to repay the amounts lent plus interest and an uplift. The contract was not executed until after the specified date for the fund advance, and the lenders refused to advance the entirety of the funds until security was provided, despite an oral stipulation that final amounts would not be advanced without security. Furthermore, the court had to consider whether the borrower's obligation to pay the uplift was independent of the lenders' obligation to advance the entirety of the funds.

The Court of Appeal held that the later loan agreement impliedly discharged the earlier agreement because it dealt with the same subject matter and contained different terms, indicating an intention to substitute the new agreement for the old. Regarding the breach, the court found that the lenders were in breach of contract by failing to advance the funds by the agreed date. The court determined that the borrower's obligation to pay the uplift was dependent on, not independent of, the lenders' obligation to advance the entirety of the funds.

Consequently, the appeal was allowed, the orders made at first instance were set aside, and the proceedings were dismissed. The respondents were ordered to pay the appellant's costs at first instance and on appeal.