Where successive loan agreements between the same parties deal with the same subject matter but on different terms (including different interest accrual dates and the addition of security obligations), the later agreement impliedly rescinds the earlier, even without express words of rescission. A lender's obligation to advance funds on a specified date that has already passed is immediately due and cannot be made conditional on the borrower first providing security where the written agreement provides for security 'within a reasonable time'. The modern approach favours construing contractual obligations as dependent rather than independent, and where an uplift payment is calculated by reference to a total loan amount, the obligation to pay the uplift is dependent on the lender advancing the full amount.
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