Hi,
regarding failed upgrade follow this KB article:
...next if your ESXi 4.0 was previously installed using HP image always use HP customized image for upgrades...
Was your ESXi previously upgraded from ESXi3.x release?
The VM you cant migrate does have any active snapshots?
Also verify dest.dat. VMFS block size...see KB below:
VMware KB: Cloning or migrating virtual machine files fail with the error: Error caused by file
if that is not your issue investigate for file locks:
VMware KB: Investigating virtual machine file locks on ESXi/ESX