Laura A. Loveland Espinosa - Page 11




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                    A transfer made or obligation incurred by a debtor                
               is fraudulent as to a creditor whose claim arose before                
               the transfer was made or the obligation was incurred if                
               the debtor made the transfer or incurred the obligation                
               without receiving a reasonably equivalent value in                     
               exchange for the transfer or obligation and the debtor                 
               was insolvent at that time or the debtor became                        
               insolvent as a result of the transfer or obligation.                   
               [Cal. Civ. Code sec. 3439.05 (West 1997).]                             
               This statute has been interpreted in the context of tax                
          disputes to require proof of four elements as a prerequisite to             
          imposing transferee liability:  (1) The transferor owed a debt to           
          the IRS, (2) the claim of the IRS arose before the transfer was             
          made, (3) the transferor made the transfer without receiving                
          reasonably equivalent value in exchange, and (4) the transferor             
          was insolvent at the time of the transfer or became insolvent as            
          a result of the transfer.  See Locke v. Commissioner, T.C. Memo.            
          1996-541, affd. without published opinion 152 F.3d 927 (9th Cir.            
          1998); O’Sullivan v. Commissioner, T.C. Memo. 1994-17.                      
               Transferee liability is generally limited to the value of              
          the assets received from the transferor.  See Gumm v.                       
          Commissioner, supra at 480; Locke v. Commissioner, supra.                   
          However, where the value of the assets transferred is less than             
          the tax debt of the transferor, the liability of the transferee             
          for interest from the date of the transfer to the date of the               
          notice of transferee liability is determined by State law.  See             
          Stansbury v. Commissioner, 104 T.C. 486, 493 (1995); Swinks v.              








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