Retail Loan Co. has made a mortgage loan to Sharp Developer Co. secured by a large retail shopping center. Sharp has experienced significant vacancies with a number of large retail chains going bankrupt and leaving the retail center and has defaulted on the loan payments. Sharp approaches Retail Loan about a workout of this defaulted loan. Given the state of retail, Retail Loan agrees to grant Sharp's request to fund losses adding the amount of those fundings to the loan and in exchange, obtaining contingent interest in an amount of 50% of the profits and contingent equity in the amount of 50% of any equity in the center (equity is the difference between the value of the center and the loan). The center never turns around after a long period of time and after advances by Retail Loan. No payments have been made on the loan so Retail Loan declares the loan in default and starts a foreclosure to wipe out the interest of Sharp in the Center. Sharp defends the foreclose claiming that Retail Loan is Sharp's partner, is breaching its fiduciary duty and, in addition, is liable for all other third party debts on the center. Please comment in detail regarding the basis of Sharp's claim and Retail defense to that claim.