Self Heating and Cooling, Inc., Transferee - Page 21

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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                      
          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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