Self Heating and Cooling, Inc., Transferee - Page 14

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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                   
          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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