Sherman R. Solaas - Page 9

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          companies.  Respondent presented no persuasive evidence that Mr.            
          Solaas' salary was unreasonable.  After considering all the facts           
          and circumstances, we hold that the salary KBI paid to Mr. Solaas           
          was reasonable and was not actual fraud on KBI's creditors.                 
               2.  Constructive Fraud                                                 
               Respondent argues that Mr. Solaas did not give reasonably              
          equivalent value for the amount of increase in salary from 1987             
          to 1988.3  Mr. Solaas argues that he gave reasonably equivalent             
          value in exchange for the salary KBI paid him in 1988 and that              
          respondent has failed to carry the burden of proof because                  
          respondent produced no evidence of reasonable compensation.                 
               For the Court to find constructive fraud, KBI must not have            
          received reasonably equivalent value in exchange for the transfer           
          it made to Mr. Solaas (the salary it paid him).  Cal. Civ. Code             
          secs. 3439.04(b), 3439.05.  In general, what constitutes                    
          "reasonably equivalent value" under the UFTA must be determined             
          from the standpoint of the transferor's creditors.  In re                   
          Prejean, 994 F.2d 706, 708 (9th Cir. 1993).                                 
               Respondent points out that Mr. Solaas alone determined the             
          salary KBI paid him and that the increase in his salary from 1987           
          to 1988 was five times greater than the increase to the other               


               3 Respondent concedes that KBI received reasonably                     
          equivalent value for $156,000 of the $203,980 salary it paid to             
          Mr. Solaas in 1988.                                                         





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