Case: Equuscorp Pty Ltd v Glengallan Investments Pty Ltd [2004] HCA 55 ; (2004) 218 CLR 471
Outcome: applied
More importantly, Mr Hasturk's evidence would have to overcome the difficult legal hurdle created by the High Court's judgment in Equuscorp Pty Ltd v Glengallan Investments Pty Ltd [2004] HCA 55 ; (2004) 218 CLR 471 at [32] - [36] . In that case, the respondents alleged that the "operative agreement" was not contained in a written loan agreement, but was reached earlier, and was wholly oral. Yet it was not said that the written agreement should be rectified. Nor was it said that a defence of non est factum was available, or that the agreement was executed by mistake, or that its execution was procured by misrepresentation. 19 The High Court explained why the law does not permit reliance upon a collateral agreement of the type alleged in circumstances where a written agreement has been executed. First, this ensures that the legal rights and obligations of the parties turn upon what their words and conduct would reasonably be understood to convey, and not upon actual beliefs or intentions. Secondly, in the nature of things, oral agreements will often be disputable. Resolving such disputes can be difficult, time consuming, expensive and problematic. As a consequence, where parties enter into a written agreement, courts will generally hold them to the obligations which they have assumed by that agreement. The obligations of written agreements between parties cannot simply be ignored or brushed aside. 20 The High Court went on to state some general principles. It noted that some contracts are alleged to have been partly oral, and partly written. In such cases, evidence as to the oral terms can be given, but not if those terms contradict the terms of the written agreement. 21 Turning back to the present case, it is far from clear just how Computer World put its case at first instance. On one view, it submitted that the credit facility was nothing more than an acknowledgement of a loan, akin to a receipt. Unfortunately for Computer World, the credit facility simply does not read that way. Indeed, Mr Hasturk regarded it as a contract, albeit "a formality". Nor does the credit facility read as though it contains the terms of a contract that is intended to be partly written and partly oral. Even if it did, the supposed oral agreement between Mr Yuvarajah and Mr Hasturk would directly contradict the written term in paragraph one of the document that the security amount be deposited on trust for ICE 2000. I am unable to accept Computer World's submission that, in some way, it impliedly sought rectification of the written agreement before McInnis FM. Mr Yuvarajah's reference to a "mistake" does not, in context, suggest that any such application was being made. In accordance with the principles so clearly enunciated in Equuscorp (and also stated in earlier cases such as Hoyts v Spencer [1919] HCA 64 ; (1919) 27 CLR 133 and BP Refinery v Hastings [1977] HCA 40 ; (1977) 180 CLR 266), contradiction of a written term, absent rectification, cannot be permitted. 24 Ground three contends that his Honour erred in failing to draw a Jones v Dunkel inference in relation to the non-appearance of Mr Hasturk, and also of Ms Serif Memis, who was another employee of ICE 2000 at the relevant time. For the reasons set out above in relation to the further evidence ground, a Jones v Dunkel inference in relation to Mr Hasturk could not have assisted Computer World. Such an inference would not overcome the legal impediment to its claim created by the High Court's decision in Equuscorp .