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In this case, there is direct evidence of Self Oil’s “actual
intent”. That intent is clearly shown from the file memorandum
written by the lawyer who suggested and consummated the transfer
transaction. As Mr. Reiter therein explained:
it was our goal to leave Self Oil with no real value so that
an eventual judgement by the State would not impair the
ability of continuing the business, albeit through Newco.[10]
* * * I believe the general feeling was to drag it out
as long as possible and then just walk away and defend any
action for transferee liability which the States may
attempt.
At trial, Mr. Reiter did not disavow his memorandum, and although
he testified that it was not written contemporaneously with the
various meetings, telephone calls, and conversations he had with
the Self family, he indicated that it was, nonetheless, accurate.
Mr. Reiter was asked and answered as follows:
Q: So you wanted to transfer the assets before those
liabilities, those excise tax liabilities became liens on
the property; isn’t that correct?
A: We wanted to sell them, yes.
We may also infer “actual intent” from all the facts and
circumstances surrounding the conveyance. See Voest-Alpine
Trading USA Corp. v. Vantage Steel Corp., 919 F.2d 206, 213 (3d
Cir. 1990); Moody v. Sec. Pac. Bus. Credit, Inc., 127 Bankr. 958,
990 (W.D. Pa. 1991), affd. 971 F.2d 1056 (3d Cir. 1992). PUFTA
10Mr. Self, Jr., indicated at trial that “Newco” was the
name used in place of petitioner.
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