WRIGHT, Justice.
Respondent Citizens State Bank Norwood Young America (Bank) seeks to set aside, under Minnesota's Uniform Fraudulent Transfer Act (MUFTA), certain transfers made between appellants Gordon
Gordon Brown guaranteed certain commercial loans that the Bank made to TCB Tool Corporation and Cool Air International. Both TCB Tool and Cool Air defaulted on their respective loans, and Gordon Brown failed to satisfy his obligations under his personal guarantee. On January 8, 2010, the Bank sued Gordon Brown to enforce the personal guarantee. Gordon Brown's wife Judy Brown was not named as a party to the lawsuit. The district court entered a default judgment against Gordon Brown on June 29, 2010. The judgment authorized the Bank to collect the remaining balance on the two loans plus interest, costs, and attorney fees.
While the Bank's lawsuit was pending, Gordon Brown petitioned to dissolve his 23-year marriage to Judy Brown. At that time, he was 93 years old and Judy Brown was 55. The Browns subsequently executed a marital termination agreement (MTA) on October 5, 2010. The district court judge in the dissolution case found the MTA to be "fair and reasonable" and incorporated its terms into a dissolution judgment and decree entered on October 13, 2010. After the divorce,
Under the dissolution judgment and decree, Gordon Brown was awarded the Browns' home, valued in the dissolution judgment and decree at $421,900; his 1999 Cadillac; the rights to his 401(k) worth less than $140,000; a checking account, valued at less than $3,000; and corporate stock, valued at less than $80,000. He also accepted sole responsibility for joint debt obligations worth more than $270,000. In addition, Gordon Brown retained personal guarantee obligations of approximately $8.8 million, which he had entered into alone.
Pursuant to the dissolution judgment and decree, Gordon Brown transferred to Judy Brown an RBC Wealth Management account, valued at approximately $1.2 million, and his one-half interest in Pontoon Partnership, which owned a commercial property as its only asset. These two assets that Gordon Brown transferred to Judy Brown secured a $1.1 million Minnesota Bank and Trust (MB & T) loan. Judy Brown retained her MB & T savings account valued at $84,000.
The Bank was unable to collect from Gordon Brown on the original judgment
The Bank moved for summary judgment, which the district court granted based on the conclusion that the Browns "engaged in actual fraud as shown by the existence of a number of [badges of fraud]." The district court specifically found that Gordon Brown transferred assets to an insider, concealed the transfers from the Bank, transferred substantially all of his assets, did not receive reasonably equivalent value for the transfers, became insolvent after the transfers, and transferred the assets shortly after his debt to the Bank became delinquent. The district court rejected the Browns' argument that the transfers were not fraudulent because they were made pursuant to a marital dissolution decree, observing that the decree was entered pursuant to the Browns' voluntary MTA. Accordingly, the district court determined that the transfers were voidable under MUFTA.
The Browns appealed. The court of appeals affirmed the decision of the district court. Citizens State Bank Norwood Young Am. v. Brown, 829 N.W.2d 634, 642 (Minn.App.2013). After concluding that MUFTA applies to transfers made pursuant to an uncontested marital dissolution decree, the court of appeals applied the common law presumption that transfers made between spouses are fraudulent, id. at 639-40, and determined that the undisputed facts "support[] a singular conclusion that the Browns had actual intent to defraud" the Bank, id. at 638.
We granted the Browns' petition for review.
Laws allowing creditors to void fraudulent transfers trace their origins to the Statute of 13 Elizabeth, adopted in England in 1571. 1571, 13 Eliz., c. 5; BFP v. Resolution Trust Corp., 511 U.S. 531, 540, 114 S.Ct. 1757, 128 L.Ed.2d 556 (1994). See generally Unif. Fraudulent Transfer Act prefatory note, 7A U.L.A. pt. 2, at 4 (2006). The statute allowed creditors to void transfers designed "to delay, hinder or defraud creditors and others." 13 Eliz., c. 5. English courts relied on "badges of fraud" — certain suspicious circumstances that frequently accompanied fraudulent transfers — to determine whether a transfer was fraudulent. See BFP, 511 U.S. at 540-41, 114 S.Ct. 1757; Twyne's Case, (1601) 76 Eng. Rep. 809 (Star Chamber) 812-14; 3 Co. Rep. 80b, 81a. These badges of fraud included that the debtor retained possession of the property after the transfer, made the transfer in secret, or made the transfer after being sued. Twyne's Case, 76 Eng. Rep. at 812-14; 3 Co. Rep. at 81a.
American states later embraced fraudulent transfer law. See, e.g., Va. Rev. Code, ch. 101, ¶ 2 (1819); see also Isaac A. McBeth & Landon C. Davis III, Bulls, Bears, and Pigs: Revisiting the Legal Minefield of Virginia Fraudulent Transfer Law, 46 U. Rich. L. Rev. 273, 277 (2011). And Minnesota's territorial legislature enacted Minnesota's first such law in 1851.
Seeking to standardize these laws, the Conference of Commissioners on Uniform State Laws promulgated the Uniform Fraudulent Conveyance Act in 1918. Unif. Fraudulent Transfer Act prefatory note, 7A U.L.A. pt. 2, at 4. Minnesota adopted the Uniform Fraudulent Conveyance Act in 1921. Act of Apr. 20, 1921, ch. 415, 1921 Minn. Laws 642. The Uniform Laws Commission updated the uniform law in 1984 with the Uniform Fraudulent Transfer Act, which Minnesota adopted in 1987. Unif. Fraudulent Transfer Act prefatory note, 7A U.L.A. pt. 2, at 5-7; see also Act of Apr. 7, 1987, ch. 19, 1987 Minn. Laws 28.
To that end, MUFTA includes both actual and constructive fraud provisions. See Minn.Stat. §§ 513.44, .45.
A threshold question that we must address is whether MUFTA applies to transfers made pursuant to an uncontested marital dissolution decree. We review this question of statutory interpretation de novo. See Clark v. Lindquist, 683 N.W.2d 784, 785 (Minn.2004). In construing MUFTA, our charge is to ascertain and effectuate the intention of the Legislature. Schatz v. Interfaith Care Ctr., 811 N.W.2d 643, 649 (Minn.2012); see also Minn.Stat. § 645.16 (2012). We construe nontechnical words and phrases according to their plain meanings. Staab v. Diocese of St. Cloud, 813 N.W.2d 68, 72 (Minn. 2012) (citing Minn.Stat. § 645.08(1) (2012)). "[W]hen the words of a law ... are clear and free from all ambiguity, the letter of the law shall not be disregarded under the pretext of pursuing the spirit." Haghighi v. Russ.-Am. Broad. Co., 577 N.W.2d 927, 929 (Minn.1998) (quoting Minn.Stat. § 645.16) (internal quotation marks omitted).
Minnesota Statutes § 513.44(a)(1) provides that "[a] transfer made or obligation incurred by a debtor is fraudulent as to a creditor ... if the debtor made the transfer... with actual intent to hinder, delay, or defraud any creditor." The term "transfer" is defined as "every mode, direct
Our construction is consistent with other states' interpretations of the Uniform Fraudulent Transfer Act. This is significant to our analysis because, "[u]niform laws are interpreted to effect their general purpose to make uniform the laws of those states that enact them." Johnson v. Murray, 648 N.W.2d 664, 670 (Minn. 2002) (citing Minn.Stat. § 645.22 (2012)). "Accordingly, we give great weight to other states' interpretations of a uniform law." Id. at 670. Several states have concluded that their versions of the Act apply to an uncontested marital dissolution decree. See, e.g., Mejia v. Reed, 31 Cal.4th 657, 3 Cal.Rptr.3d 390, 74 P.3d 166, 174 (2003) ("[California's] UFTA applies to property transfers under [marriage settlement agreements]."); Estes v. Titus, 481 Mich. 573, 751 N.W.2d 493, 495 (2008) (holding that Michigan's UFTA "applies to a transfer of property made pursuant to a property settlement agreement incorporated in a divorce judgment"); Fadel v. El-Tobgy, 245 Or.App. 696, 264 P.3d 150, 155-56 (2011) (concluding that transfers of assets during a divorce can violate Oregon's UFTA). Indeed, our research has produced no legal authority to the contrary.
Although MUFTA provides exclusions for contributions "made to a qualified charitable or religious organization" as defined under Minn.Stat. § 513.41(12), a similar exception to the definition of "transfer" made pursuant to an uncontested marital dissolution decree does not exist. And we construe enumerated exceptions in a law to exclude all others. In re Estate of Braa, 452 N.W.2d 686, 688 (Minn.1990); see also Minn.Stat. § 645.19 (2012). Accordingly, we do not exempt transfers made pursuant to an uncontested marital dissolution decree from the statutory definition of "transfer" in Minn.Stat. § 513.41(12).
We, therefore, hold that a transfer made pursuant to an uncontested
Having determined that MUFTA applies to uncontested marital dissolution decrees, we next consider whether the district court erred by entering summary judgment in favor of the Bank. We review a district court's decision to grant summary judgment de novo to determine whether any genuine issue of material fact exists and whether the district court correctly applied the law. Stringer v. Minn. Vikings Football Club, LLC, 705 N.W.2d 746, 754 (Minn.2005); see also Minn. R. Civ. P. 56.03. Summary judgment is appropriate when the evidence, viewed in the light most favorable to the nonmoving party, establishes that no genuine issue of material fact exists and that the moving party is entitled to judgment as a matter of law. Odenthal v. Minn. Conference of Seventh-Day Adventists, 649 N.W.2d 426, 429 (Minn.2002). To defeat a summary judgment motion, the nonmoving party must do more than rest on averments or
Historically, in a contest between a wife and the creditors of her husband, a presumption of fraudulent conveyance existed that required affirmative proof to rebut. See, e.g., Minneapolis Stock-Yards & Packing Co. v. Halonen, 56 Minn. 469, 471, 57 N.W. 1135, 1135-36 (1894). This presumption continued under the Uniform Fraudulent Conveyance Act. Kummet, 210 Minn. at 305, 298 N.W. at 246. Under MUFTA, however, whether a transfer is made to a spouse or other "insider" is one of eleven badges of fraud provided in Minn.Stat. § 513.44(b)(1). See Minn.Stat. §§ 513.41(7)(i)(A), (11), .44(b)(1). Here, we need not decide whether the marital presumption survives the adoption of MUFTA because we conclude that the Browns were not spouses at the time of the transfers.
Several badges of fraud are relevant to this appeal: (1) "the transfer ... was to an insider"; (2) "the transfer was of substantially all the debtor's assets"; (3) the debtor failed to receive reasonably equivalent value for the asset transferred or obligation incurred; (4) "the debtor was insolvent or became insolvent shortly after the transfer was made"; (5) "before the transfer was made or obligation was incurred, the debtor had been sued or threatened with suit"; (6) "the transfer occurred shortly before or shortly after a substantial debt was incurred"; and (7) "the debtor retained possession or control of the property transferred after the transfer." Minn.Stat. § 513.44(b).
We first consider whether the transfers were to an "insider." Minn.Stat. § 513.44(b)(1). Spouses fall within the definition of "insiders." Minn.Stat. § 513.41(7)(i)(A), (11). The Bank argues, and the lower courts held, that Judy Brown was Gordon Brown's spouse at the time of the transfers. However, under MUFTA's definition of when a transfer of personal property occurs, the operative point in time is when the transfer is "so far perfected that a creditor on a simple contract cannot acquire a judicial lien" without resort to MUFTA. Minn.Stat. § 513.46(1)(ii). The Browns were still spouses when they signed the MTA. However, the assets that Gordon Brown subsequently transferred to Judy Brown were not yet beyond the reach of a contract creditor. Therefore, Gordon Brown did not transfer the assets within the meaning of MUFTA when he and Judy Brown signed the MTA. Rather, the transfers occurred, at the earliest, when the Dakota County District Court entered the dissolution judgment and decree, which simultaneously dissolved the Browns' marriage. See Minn.Stat. § 518.06, subd. 1 (2012) (providing that a dissolution of marriage terminates the marital relationship between spouses). Accordingly, the Browns were not spouses when they transferred the assets.
The Connecticut Supreme Court addressed a similar question in Canty v. Otto, 304 Conn. 546, 41 A.3d 280 (2012). In Canty, a creditor sued the debtor's former spouse under Connecticut's Uniform Fraudulent Transfer Act. Id. at 285. The creditor sought to set aside transfers made between the defendant and the debtor in their divorce. Id. The Canty court concluded that "the transfer of [the debtor's] property to the defendant — his former wife with whom he continued to reside — constituted transfers to an insider." Id. at 294. Here, the Browns also continued to live together after their divorce. They have presented no evidence showing that their previously close relationship changed. Based on these undisputed facts, the district court properly concluded that Gordon Brown's transfers to Judy Brown were to an insider.
The district court and the court of appeals concluded that Gordon Brown transferred substantially all of his assets in the divorce, which constitutes another badge of fraud. See Minn.Stat. § 513.44(b)(5). The Browns argue that this conclusion is erroneous because, after the dissolution, Gordon Brown owned the home, valued at $421,900, and his 401(k) account, valued at less than $140,000. However, the definition of "assets" under MUFTA excludes "property to the extent it is generally exempt under nonbankruptcy law." Minn.Stat. § 513.41(2)(ii). Therefore, to determine whether Gordon Brown transferred substantially all of his assets, we do not consider exempt property. A debtor's 401(k) is exempt from creditors' claims. 29 U.S.C. §§ 1003(a), 1056(d)(1) (2012); Patterson v. Shumate, 504 U.S. 753, 759-60, 112 S.Ct. 2242, 119 L.Ed.2d 519 (1992). This exemption is not capped at a designated amount. 29 U.S.C. § 1056(d)(1); Patterson, 504 U.S. at 759-60, 112 S.Ct. 2242. Consequently, Gordon Brown's 401(k) is not an asset for purposes of MUFTA. Similarly, at the time of the
The record establishes that, before the divorce, Gordon Brown had the following nonexempt assets: a checking account with a balance of less than $3,000; corporate stock, valued at $80,000; an RBC account, valued at approximately $1.2 million; and a one-half interest in Pontoon Partnership, with a net value of approximately $300,000.
The next badge of fraud found by the district court is Gordon Brown's failure to receive reasonably equivalent value for the assets he transferred. See Minn.Stat. § 513.44(b)(8). "Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied...." Minn.Stat. § 513.43(a). The Browns do not argue that any debt was secured or satisfied pursuant to the divorce. We, therefore, consider the property that Judy Brown transferred to Gordon Brown when analyzing whether she gave reasonably equivalent value for the transfers Gordon Brown made and the obligations he incurred. As addressed in section IV.B. of this opinion, the value of assets Gordon Brown transferred to Judy Brown was approximately $1.5 million (the one-half interest in Pontoon Partnership, valued at approximately $300,000, and the RBC account, valued at approximately $1.2 million).
By contrast, the only property that Judy Brown transferred to Gordon Brown was the home valued at $421,900-$360,000 of which was exempt. In light of the fact that Gordon Brown also assumed sole responsibility for more than $270,000 of the Browns' joint debt obligations, we conclude that Gordon Brown did not receive reasonably equivalent value in exchange for assets worth approximately $1.5 million that he transferred to Judy Brown.
We next consider whether "the debtor was insolvent or became insolvent shortly after the transfer was made or the obligation was incurred." Minn.Stat. § 513.44(b)(9). Under MUFTA, a debtor
Likewise, there is no genuine issue of material fact that Gordon Brown had been sued or threatened with a lawsuit when the marital dissolution decree was entered. See Minn.Stat. § 513.44(b)(4). The Bank sued Gordon Brown on January 8, 2010, to enforce his personal guarantee. Approximately nine months later, in October 2010, the Browns signed the MTA, and the dissolution judgment and decree was entered shortly thereafter.
The next badge of fraud we consider is whether the transfers "occurred shortly before or shortly after a substantial debt was incurred." Minn.Stat. § 513.44(b)(10). The parties and the district court agree that Gordon Brown incurred a debt to the Bank on June 29, 2010 — the date that the default judgment was entered in the original lawsuit. For the purpose of addressing this badge of fraud, we accept June 29, 2010, as the date the debt was incurred. The transfers occurred on October 13, 2010, following entry of the marital dissolution decree. The Browns argue that they had no control over when the marital dissolution decree was entered. But this argument is unavailing because Gordon Brown set the transfers in motion when he petitioned to dissolve the Browns' marriage on March 15, 2010. When Gordon Brown initiated the transfers, he already had been sued by the Bank and reasonably would have anticipated that he would soon incur a substantial debt. Therefore, we conclude that the transfers were initiated shortly before and actually were made shortly after a substantial debt was incurred.
The final factor that we consider is whether "the debtor retained possession or control of the property transferred after the transfer." Minn.Stat. § 513.44(b)(2). The parties dispute whether Gordon Brown retained control of the RBC account after the divorce. The Bank presented copies of statements of the RBC account showing that Gordon Brown's name appeared on the account several months after the divorce. But statements from the RBC account submitted by the Browns establish that Judy Brown's name was on the account by October 2011. Despite the existence of a factual dispute on this final issue, we conclude that summary judgment was proper.
Whether a debtor made a transfer with fraudulent intent is ordinarily a question of fact. See Underleak v. Scott, 117 Minn. 136, 141, 134 N.W. 731, 733 (1912). But when no genuine issue of material fact exists, the district court may decide the question as a matter of law on a motion for summary judgment. See id. at
The district court erred, however, by allowing the Bank to levy execution on Judy Brown's MB & T savings account. It is evident from the dissolution judgment and decree that the MB & T savings account was in Judy Brown's name before the dissolution, and she retained the account in the property division ordered in the marital dissolution decree. As the MB & T savings account was not transferred, it is not a fraudulent transfer to be voided. We, therefore, reverse this aspect of the district court's decision. However, because the record establishes that Gordon Brown transferred the RBC account and his Pontoon Partnership interest in the divorce, the district court properly authorized the Bank to levy execution on these assets.
In summary, we conclude that MUFTA applies to transfers made pursuant to an uncontested marital dissolution decree. The transfers at issue here exhibit several badges of fraud and provide conclusive proof of fraudulent intent. On these facts, we affirm the district court's judgment granting the Bank authority to levy execution on the fraudulently transferred assets to the extent necessary to satisfy the Bank's claim.
Affirmed in part, reversed in part.
PAGE, Justice (concurring).
I concur in the result.
ANDERSON, Justice (concurring).
I concur in the majority opinion, but I write separately to emphasize the unusual nature of the facts in this case that support summary judgment. What makes this case a candidate for summary judgment is the complete absence of any genuine issues of material fact, including the absence of any indication of adversity between Gordon Brown and his wife in the context of the dissolution of their marriage and the absence of any evidence indicating that the transfers were made for a legitimate purpose rather than to defraud Gordon Brown's creditors.
The question of insider status will normally be a disputed issue requiring a finder of fact. See In re Petters Co., Inc., 499 B.R. 342, 366 (Bankr.D.Minn.2013) ("Because non-insider status is fact-intensive, a plaintiff-trustee's assertion of it is not to be finally determined on a motion to dismiss as long as sufficient facts have been pleaded toward the two considerations."). In my view, not much is required to move an "uncontested" divorce proceeding into the adversarial category. Indeed, the presence of financial pressure because of collapsing business interests is frequently a contributing factor in a marriage dissolution. But many contested, disputed, or adversarial marriage dissolutions, with varying degrees of intensity, eventually become "stipulated" for purposes of dissolving the marriage. Thus, the fact that a divorce is labelled "stipulated" or appears
Similarly, the presence of multiple badges of fraud does not mean summary judgment for the creditor is automatically warranted. Badges of fraud serve as indicators that the debtor intended to commit fraud. See Max Sugarman Funeral Home, Inc. v. A.D.B. Investors, 926 F.2d 1248, 1254-55 (1st Cir.1991) ("The presence of a single badge of fraud may spur mere suspicion; the confluence of several can constitute conclusive evidence of an actual intent to defraud....") (citation omitted). But, as the majority notes, any presumption created by the presence of badges of fraud can be rebutted by evidence that shows the party's actual intent was not to defraud creditors and that the transfer was made for some legitimate purpose. Brown v. Third Nat'l Bank (In re Sherman), 67 F.3d 1348, 1354 (8th Cir. 1995) (noting that badges of fraud "can constitute conclusive evidence of actual intent to defraud, absent `significantly clear' evidence of a legitimate supervening purpose") (emphasis added) (citation omitted) (internal quotation marks omitted). For example, it is not difficult to imagine the circumstance of a business owner in deep financial trouble, who enters into a stipulation terminating the marriage on terms that look more favorable to his or her spouse, but fully expects the business enterprise to recover and intends to be able to pay back creditors after that recovery. "Near death" experiences for businesses are hardly rare, and so a transfer during dissolution may not necessarily indicate intent to defraud creditors. In addition, our family courts properly take into account a variety of factors including the age, occupation, health, skills, employability, and needs of each party to a marital dissolution. Minn.Stat. § 518.58, subd. 1 (2012). Thus, what may look like a transfer to hide or preserve assets to an outside creditor or a court reviewing on summary judgment, may in fact be a perfectly reasonable dissolution of marriage based on the specific situations of those involved and have nothing to do with avoiding creditors.
Therefore, the question of a party's intent to defraud creditors through a marriage-dissolution transfer will often be a question of fact to be resolved by a fact-finder even when badges of fraud are present, and not an issue that can be decided on summary judgment. Here, however, the Browns largely chose to focus on legal arguments relating to judicial duties in reviewing dissolution decrees rather than submit evidence of actual intent. The absence of evidence regarding a legitimate purpose for the transfers is such that not only have the Browns failed to rebut the presumption of fraud established by the badges, the Browns have failed to even create a genuine issue of fact.
Thus, while summary judgment in favor of the creditor will normally be inappropriate because of the number of fact-intensive issues presented in a case like this one, here, there is no evidence creating genuine issues of fact on the claims of insider status or a legitimate purpose for the transfer of assets. Because no genuine issue of material fact exists, I agree that summary judgment is appropriate in this case.
