Larry D. Johnson - Page 14




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          Texas law, payment in satisfaction of an antecedent debt may be             
          adequate consideration in order to avoid transferee liability.              
               Respondent argues that the record does not contain                     
          documentary evidence of a debt.6  However, the preponderance of             
          the evidence shows that, at the time of the transfer, there was a           
          debt due petitioner from JCC.                                               
               Petitioner testified that he regularly advanced and received           
          funds from his corporations.  Petitioner’s uncontroverted                   
          testimony, was supported by the testimony of other witnesses.               
          Mr. Boswell testified that petitioner regularly advanced money to           
          the corporation(s) to meet payroll and vendor obligations.  The             
          testimony of Mr. Boswell was also uncontroverted.                           
               In addition, documents in the record support and corroborate           
          petitioner’s testimony and that of Mr. Boswell.  JCC reported               
          shareholder loans due to petitioner in returns of prior years,              
          including the years ending June 30, 1988, and 1989.  Most                   
          significantly, petitioner reported $25,924 of imputed interest              
          income from the corporation(s) on his 1991 individual income tax            
          return.  On that point, Mr. Boswell testified that “there were no           


               5(...continued)                                                        
          sold the asset in an arm’s-length transaction.  The Texas UFTA              
          includes in its definition of “value” an antecedent debt that the           
          transfer satisfies.                                                         
               6 Respondent contends that his burden was satisfied because            
          of petitioner’s failure to offer documentary evidence of debt.              
          That contention alone would not make a prima facie showing with             
          respect to transferee liability.  Ultimately, this issue has                
          evolved into a factual and legal dispute about whether there was            
          adequate consideration for the transfer.                                    



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