Case #1 - About forty-five doctors, including Dr. Witlin, owned and operated a health center as a partnership called Rio Hondo Associates. When Witlin died, the other doctors, in accordance with their partnership agreement, purchased his share of the center, paying his widow $65,228. The partnership agreement provided that on Witlin's death, a management committee of the partnership was required to make a good faith determination of the fair market value of Witlin's share. The partnership had the option to offer this amount to Witlin's widow. The $65,228 offer, however, was based only on the book value of the partnership's assets. It did not include the goodwill or the ongoing business value of a successful business, factors that are likely to be considered in determining fair market value. In addition, although the partnership was in the process of bargaining to sell the entire health center at a price that would have doubled Mrs. Witlin's proportionate share, the partnership did not inform her of that fact. Later, Mrs. Witlin sought a greater amount for her husband's share, even though she had accepted the partnership's offer. The lower trial court held for Witlin's widow, and the other doctors appealed to the higher court.

What should the higher court hold as to the legal issue here? What is the legal basis for the Plaintiff's (Mrs. Witlin) case? Substantiate your answer with legal reasoning. What is the legal basis for the other doctors defense? Explain this defense. Estate of Witlin v. Rio Hondo Associates, 83 Cal. App.3d 167, 147 Cla.Rptr. 723 (1978).