The Court of Appeal held that a subsequent agreement, later found void for uncertainty, did not rescind or vary an earlier contract where the subsequent agreement was not 'entirely inconsistent' with the original contract and did not disclose a clear intent by the parties to rescind the original agreement. Applying [name withheld] v [name withheld] and [name withheld] v Nathan's Merchandise, the Court confirmed that an ineffective attempt to alter a contract does not receive effect as a rescission of the original contract. The Court also addressed whether a purchaser/borrower's failure to disclose undischarged bankruptcy status gave rise to a duty of disclosure or constituted misleading conduct, finding on the facts that no such duty arose and that a post-contractual misrepresentation on an unrelated issue was not relevant.
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