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its controlling officers must be scrutinized.” In re Tri-State
Paving, Inc., 32 Bankr. 2, 4 (Bankr. W.D. Pa. 1982) (citing
Edward Hines W. Pine Co. v. First Natl. Bank, 61 F.2d 503 (7th
Cir. 1932)). A shareholder/creditor may not use his special
relationship with a corporation to the detriment of the
corporation’s other creditors. As the court explained in Tri-
State Paving, Inc.:
The Corporation owed money to the defendants, as it
owed money to many other creditors. * * * Paying
themselves in full by taking unfair advantage of their
special positions and knowledge to save themselves from
being prejudiced and simultaneously leaving their other
creditors with nothing constituted an actual intent to
defraud * * * [Id.]
In Robar Dev. Corp. v. Minutello, 408 A.2d 851, 853-854 (Pa.
Super. Ct. 1979), the court stated:
where officers of insolvent corporations satisfied the
corporate obligations held by themselves prior to other
creditors, equity has erected a presumption that such
officers have taken unfair advantage of their special
position and knowledge to save themselves from being
prejudiced. The burden lies on the officers to show
the circumstances which made it proper that they should
be paid prior to the other creditors. [Citations
omitted.]
See also Bernstein v. Donaldson (In re Insulfoams, Inc.), 184
Bankr. 694, 703-704 (Bankr. W.D. Pa. 1995) (“Directors of an
insolvent corporation hold their powers ‘in trust’ for all
creditors of the corporation. They may not use their powers for
their own benefit and to the detriment of creditors.”), affd. 104
F.3d 547 (3d Cir. 1997).
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