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Babes' assets without consideration because they gave up their
stock in House of Babes. We disagree. After the liquidation,
the shareholders had House of Babes' assets, and House of Babes
was left with no ability to pay its debts.
Petitioners contend that, to show that House of Babes was
insolvent, respondent must show that the liabilities of House of
Babes exceeded its assets when petitioners exchanged their stock
for the liquidating distribution. We disagree. House of Babes
had no assets and no means of paying its debts after it was
liquidated. No further accounting is required.
d. Transfer of Assets With Knowledge of Pending
Liability
A transfer of assets with knowledge of a pending liability
is a badge of fraud. Cleveland Trust Co. v. Foster, supra at
114. Waldorf knew that House of Babes was liable for Federal
corporate income tax when he sold its assets and it was
liquidated. Wiltzius knew, or should have known, that House of
Babes had a corporate tax liability when it was liquidated
because he knew that the shareholders were skimming a large
amount of gross receipts from House of Babes.
e. Insolvency and Substantial Indebtedness
Under Florida law, a conveyance is more likely to be
fraudulent if it made the debtor insolvent or if the transferor
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