So if lots of parking, ideally walking distance to busses or transportation to cut down on cars, you might get away with it (legally).Operationally;  this is a can of worms to manage. 

If the seller misrepresented tenant conditions, consult a real estate attorney about potential legal action.

So we would buy the aceage and since the legal descriptions still called out lot and block we would just start to deed out the lots to get them on the tax rolls and the Assessor would change the maps. 

At the same time, someone else reduces your debt, and you get to use the tax code to improve your tax situation legally.  

A real builder is supposed to do their own diligence and be savvy enough to know that access (legal access, not just does it abut a street) should be the number one thing they check first.

Legal fees, if any7. 

So if the partnership would not be allowed to purchase the entity together and I were to buy it, if we were to force our way down this road, would be to set up a legal agreement beforehand, I would buy the property since a partnership can not, and then the exchange for  ($$ + assigned roles + etc), my partner receives 50% equity?  

Andy Sirkin (fantastic legal team from SF) has a library of free online articles and a set of agreements to purchase, to help you on your way to become a Subject Mater Expert. https://andysirkin.com/article...Elizabeth and Christina (The Rental Girls) have done a great job pioneering the shared ownership (TIC's) model in Southern CA. 

Be sure to review the legal documents, oral representations won't stand up in court.

The best the state real estate commissions have come up with is (1) licensure needed to “wholesale” legally and (2) full disclosure of intent to the seller.