Autobyte, a general partnership, is owned by the Wolfson Partnership, an 80% partner and Bob Gray, Inc, a 20% partner. Bob Gray, Inc is an S corporation that is wholly owned by Mr. Bob Gray. Last year, Sid Vogt contacted Autobyte offering to buy Autobyte's major land holding, Calabasas Pointe for $50 million. According to a formal partnership vote, Autobyte approved this sale, with the Wolfson Partnership voting in favor and Bob Gray Inc voting against the proposal.

Aware of the dissension between the Autobyte partners, Sid Vogt insisted that all of the principals in Autobyte sign off on the sale, including each of the individual members of the Wolfson Partnership and Bob Gray in his individual capacity. Although the sale had been approved by a majority vote, Bob gray refused to sign the documents requested by the buyer. Accordingly, the sale to Sid Vogt was not consummated. the property now has declined in value to $45 million. As a result, Autobyte, as well as Wolfson Partnership are now sueing Bob Gray Inc and Bob Gray, the individual, for losses.

1) Who should win the lawsuit and why?

2) If the Wolfson Partnership is successful, how much should it be entitled to collect from the defendant Bob gray Inc and Bob gray, the individual?