Self Heating and Cooling, Inc., Transferee - Page 12

                                       - 12 -                                         
          assets.’”  Philadelphia Elec. Co. v. Hercules, Inc., 762 F.2d               
          303, 308 (3d Cir. 1985) (quoting McClinton v. Rockford Punch                
          Press & Manufacturing Co., 549 F. Supp. 835, 837 (E.D. Pa.                  
          1982)).  However, where “the transaction is fraudulently entered            
          into to escape liability, a successor corporation may be held               
          responsible for the debts and liabilities of its predecessor.”              
          Id. at 308-309 (citing Shane v. Hobam, Inc., 332 F. Supp. 526               
          (E.D. Pa. 1971); Granthum v. Textile Mach. Works, 326 A.2d 449              
          (Pa. Super. Ct. 1974)).                                                     
               The question of whether a transfer transaction was entered             
          into fraudulently must be answered in the context of                        
          Pennsylvania’s Uniform Fraudulent Transfer Act (PUFTA).  As                 
          applicable here, PUFTA provides in pertinent part:                          
               Sec. 5104.  Transfers fraudulent as to present and                     
          future creditors                                                            
                    (a) General rule.--A transfer made or obligation                  
               incurred by a debtor is fraudulent as to a creditor,                   
               whether the creditor's claim arose before or after the                 
               transfer was made or the obligation was incurred, if                   
               the debtor made the transfer or incurred the                           
                    (1) with actual intent to hinder, delay or defraud                
               any creditor of the debtor * * *  [12 Pa. Cons. Stat.                  
               Ann. sec. 5104(a)(1) (West 1999).9]                                    

               9“If the debtor intended to hinder or delay a creditor, ‘he            
          had the intent penalized by the statute notwithstanding any other           
          motivation he may have had for the transfer.’”  Tiab                        
          Communications Corp. v. Keymarket of NEPA, Inc., 263 F. Supp. 2d            
          925, 935-936 (M.D. Pa. 2003) (quoting 718 Arch St. Associates v.            
          Blatstein, 192 F.3d 88, 97 (3d Cir. 1999)).                                 

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