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A bank extends PHP 28,000,000 loan to Brightline Realty, Inc. for the purchase of a titled parcel of land, the loan secured by a mortgage on the land. Brightline asks its wholly owned subsidiary, Brightline Holdings, Inc., to assume the debt and continue payments on the same terms. The bank and the parties execute a written instrument titled a Novation Agreement in which Brightline Realty is expressly released from the obligation; Brightline Holdings signs to pay the loan on the same terms; a new promissory note is issued in Brightline Holdings’ name; and the old note is canceled. After eight months, Brightline Holdings defaults. The bank continues to send statements to Brightline Realty and accepts occasional payments from Brightline Realty, even though the novation document purports to release Brightline Realty. (a) Identify the doctrine governing this arrangement and classify it as express novation or otherwise; explain the essential elements that must be present for the classification to hold. (b) Suppose there is no written novation and no express release of Brightline Realty. Instead, Brightline Holdings and Brightline Realty sign a separate Assumption of Debt, and the bank accepts Brightline Realty’s payments without releasing Brightline Realty in writing. Is there implied novation in this scenario? Explain the controlling factors and apply them to the facts.