Richard A. and Carol B. Little - Page 30

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                    c.   Palmer's Testimony                                           
               Respondent contends that Dondi Financial stock had no                  
          liquidating value after 1984 because Palmer, the bankruptcy                 
          trustee's attorney during Dondi Financial's bankruptcy                      
          proceedings, testified that Dondi Financial was insolvent by                
          1984.  Respondent asserts that Palmer's opinion is convincing               
          because he was independent and his findings are supported by a              
          reasonable foundation (the real estate downturn from 1982 to                
          1984, and crash by early 1984; Vernon's liability for the loans             
          owned by Dondi Residential Properties, Inc., for its property;              
          and Vernon's extensive lending of money on commercial real estate           
          projects).  We disagree.                                                    
               Palmer believed that the FSLIC appraisers underappraised               
          property, yet he relied on the FSLIC appraisals and did not use             
          an independent appraiser.  Palmer did not consider Vernon's non-            
          Texas assets.  Palmer was reviewing whether Dondi Financial had             
          made any fraudulent conveyances within the last 4 years before              
          its insolvency.  Under the then-applicable Texas fraudulent                 
          conveyances law, a transfer was void if a debtor (Dondi                     
          Financial) did not have enough assets in Texas to pay all of its            
          debts.  Tex. Bus. & Com. Code Ann. sec. 24.03(a) (West 1986).3              
          Thus, Palmer's valuation of Vernon and Dondi included only Texas            
          assets.  See In re Dondi Financial Corp., 119 Bankr. 106, 108               


               3 This statute was amended in 1987.  See Tex. Bus. & Com.              
          Code Ann. sec. 24.003, Historical Note (West 1987).                         



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