Risk Capital Limited, a Delaware corporation, was considering the purchase of a substantial amount of the treasury stock held by Florida Sunshine Corporation, a closely held corporation. Initial discussions with the Florida Sunshine Corporation began late in 19X0.

Wilson and Wyatt, Florida Sunshine's accountants, regularly prepared quarterly and annual unaudited financial statements. The most recently prepared financial statements were for the year ended September 30, \(19 \times 1\).

On November 15, 19X1, after protracted negotiations, Risk Capital agreed to purchase 100,000 shares of no par, Class A Capital Stock of Florida Sunshine at \(\$ 12.50\) per share. However, Risk Capital insisted on audited statements for calendar year \(19 \times 1\). The contract specifically provided:

Risk Capital shall have the right to rescind the purchase of said stock if the audited financial statements of Florida Sunshine for calendar year 19X1 show a material adverse change in the financial condition of the Corporation.

The audited financial statements furnished to Florida Sunshine by Wilson and Wyatt showed no such material adverse change. Risk Capital relied upon the audited statements and purchased the treasury stock of Florida Sunshine. It was subsequently discovered that, as of the balance sheet date, the audited statements were incorrect and that in fact there had been a material adverse change in the financial condition of the Corporation. Florida Sunshine is insolvent and Risk Capital will lose virtually its entire investment.

Risk Capital seeks recovery against Wilson and Wyatt.

Required:

a. Discuss each of the theories of liability that Risk Capital will probably assert as its basis for recovery.

b. Assuming that only ordinary negligence is proven, will Risk Capital prevail? State "yes" or "no" and explain.