Question 2 Adrian, Elizabeth and Kim-Ming decide to start Scarborough Windsurfing, a business selling windsurfers in Scarborough Beach. They do not have sufficient working capital, but Adrian's father, Sir Charles, a wealthy accountant, agrees to lend them $10,000 to help get the business going. Adrian, Elizabeth, Kim-Ming and Sir Charles sign an agreement which contains the following clauses: "1 Adrian, Elizabeth and Kim-Ming shall be equal partners in a business selling windsurfers from 1st October, 2010 to 30th September 2020 and each shall have an equal say in the management of the firm and each shall receive an equal portion of any profits. 2. The initial capital shall consist of $13,000, with $1,000 contributed by each partner and $10,000 borrowed from Sir Charles. 3. The sum of $10,000 is to be advanced by Sir Charles by way of a loan and Sir Charles is not to be considered a partner in the business. The loan is interest-free and repayable in a lump sum at the end of 10 years 4. In lieu of any interest, Sir Charles shall be entitled to a 10% share in any profits. He shall also be entitled to a profit and loss statement every month, which information he shall keep confidential. No financial commitments of more than $10,000 will be made by the firm without the prior consent of Sir Charles." A. On 1st May, 2018, Justine delivers a shipment of windsurfers worth $4,000 to the firm's premises. However the business has hit a "bad patch" and has a "cash flow" problem so that it is unable to pay Justine. Justine (during pre- trial discovery proceedings) receives a copy of the partnership agreement and only then finds out about Sir Charles' involvement in the business. Advise Sir Charles as to whether Justine can successfully claim against him. B Elizabeth discovers that Adrian holds 25% of the shares in Yanchep Watersports Pty Ltd, a company based in Two Rocks (approximately a 30 minute drive away from Scarborough). The other 75% of Yanchep Watersports Pty Ltd is owned by Adrian's long-time friend, Ricky, and Ricky had asked Adrian to invest in the company to help Ricky get started in his own business. Yanchep Watersports Pty Ltd operates a business that mainly sells surfcat sailboats, surfskis and jetskis, but also sells a number of windsurfers. Advise the other partners whether they have any claim against Adrian and whether they can legally rid themselves of his objectionable presence in the business