P6 – Calculating value of sale of a business

Hey guys,
Would love some help on this. Two similar questions:
1. Incorporation of a sole trade
2. Sale of partnership to a PLC

When calculating the value of the business in 1, all of the assets, equipment etc. are included.
But in 2, only the goodwill has been included as the value as the business, not the equipment.

I can’t figure out the difference! How do I know when to include the equip or not?

Hope someone can help! Thanks! 🙂