QUESTION 2 Sylas and Naomi both run a motor-car hire business in a popular tourist district. In April 2021 Sylas suggested to Naomi that instead of competing with one another, they should merge their businesses. He showed Naomi the audited accounts as at 31 March 2021 of his business which showed that he had just purchased a new stock of cars valued at 500,000. As a result of this purchase, the value of Sylass stock exceeded the value of Naomis stock by 100,000. Sylas suggested that Naomi pay him a sum of 100,000 which he would use in renovating the premises of their expanded business. He also told Naomi that Naomi could have his (Sylass) accounts verified by an independent expert but Naomi chose not to do so. Instead, they agreed, that subject to signing a formal written agreement that would contain all the terms of their partnership, they would commence their expanded business on 1 August 2021 at the new premises that they had identified. In May 2021, Sylas took a loan from a bank using his stock of cars as security without Naomis knowledge and immediately spent all of the money. On 1 June 2021 Sylas and Naomi signed the agreement finalizing the merger of their business and Naomi paid Sylas a sum of 100,000. The written agreement did not specify the purpose for which the 100,000 was to be used. Sylas immediately used the money to pay off his creditors. By the middle of August 2021 Naomi realised that Sylas had utilised the 100,000 for his own purposes and that the Bank was threatening to repossess all of Sylass cars. Naomi feels that she is not bound by the partnership agreement and wishes to recover the 100,000 that she paid to Sylas. SECTION B (ENGLISH LAW) Advise Naomi.