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Liam, Jenna, Harper, and Finn are close friends. Liam and Jenna co-own the Seaside Caf, a popular spot by the beach. Recently, a series of

Liam, Jenna, Harper, and Finn are close friends. Liam and Jenna co-own the Seaside Caf, a popular spot by the beach. Recently, a series of storms and unforeseen repair costs have left the caf's finances in disarray, leading to their bank account being severely overdrawn. The Coastal Credit Union, their financial provider, has ceased processing their transactions due to insufficient funds. Desperate for a financial lifeline, Liam reaches out to Harper for assistance, offering a stake in the caf in exchange for a loan. Harper agrees to lend $25,000 to the caf under a formal agreement, which includes the following stipulations:

  • Harper will acquire a 25% share of both profits and losses.
  • Harper is granted the right to access the caf's financial records at any time.
  • Harper will receive a detailed financial statement of the caf every three months.
  • The provided funds are to be considered a loan, with Harper not being recognized as an official partner of the business.

After agreeing to these terms, both Liam and Harper sign the necessary documents, and Harper advances the $25,000 to the caf. Concurrently, Jenna approaches Finn, a part-time employee and mutual friend, for additional financial support.

Finn consents to lend $15,000 to the caf, with the condition that he earns interest on this loan. An agreement is reached where Finn would obtain his regular wages plus a one-tenth share of the caf's net profits (or nothing in the event of a loss), in return for his financial aid. Liam and Jenna then inform Coastal Credit Union that Harper and Finn are now part of the Seaside Caf's partnership.

As the caf's financial situation continues to worsen, Liam and Jenna secretly withdraw the remaining funds from the business and flee overseas. Both Harper and Finn were kept in the dark about the caf's substantial debt to the Coastal Credit Union, under the impression that their loans were meant for the caf's expansion and stabilisation. The Credit Union, seeking to recoup the debts incurred by the Seaside Caf, targets Liam and Jenna for repayment.

What is Harper and Finn's potential financial responsibilities to Coastal Credit Union in light of their involvement with the Seaside Caf?

Use IRAC to answer for Harper and Finn, placing emphasis on case law concerning partnership, and using the info provided to identify whether Harper and Finn qualify as partners, and their consequent liability.

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