Justice Guzman, delivered the opinion of the Court.

Under the Texas Uniform Fraudulent Transfer Act (TUFTA), an asset transferred with "actual intent to hinder, delay, or defraud" a creditor may be reclaimed for the benefit of the transferor's creditors unless the transferee "took [the asset] in good faith and for a reasonably equivalent value."1 Even without proof of actual intent, an asset transfer may be avoided if the transferor was financially vulnerable at the time of the transaction and the "value" exchanged was not reasonably equivalent.2 In this fraudulent-transfer clawback action, the asset at stake is $5.9 million a cable television network received in exchange for media-advertising services that included commercial air time and sponsorship recognition during sports broadcasts. The issue in this certified-question proceeding is whether the television network must relinquish its compensation absent proof the transaction benefited the transferor's creditors. The question arises not because the exchange at issue lacked objective value but because the transferor turned out to be one of the most notorious Ponzi schemes of the modern era.3

With few exceptions, courts applying similar fraudulent-transfer statutes conclusively presume actual intent and insolvency when a transfer is made in furtherance of a Ponzi scheme,4 and some courts have held that satisfaction of the "reasonably equivalent value" requirement depends on the extent to which the transaction preserved the transferor's net worth for the benefit of its creditors.5 Because a Ponzi scheme is a fraudulent endeavor that is driven further into insolvency with each transaction,6 under this authority, unknowing vendors and service providers have little defense to fraudulent-transfer claims unless the challenged transaction has the potential to generate or preserve a tangible or leviable asset for the transferor's creditors. For consumable goods and services, disgorgement of compensation becomes a veritable certainty without regard to the transferee's good faith or the objective value of the consideration the transferee provided.

Following prior precedent applying similar principles, the Fifth Circuit initially ordered the television network to return all remuneration paid for services rendered, holding that media-advertising services have "no value" to a Ponzi scheme's creditors even though the same services might be "quite valuable" to the creditors of a legitimate business.7 On rehearing, the Circuit vacated its opinion. Observing that TUFTA, unlike the model Uniform Fraudulent Transfer Act (UFTA), specially defines the term "reasonably equivalent value" to include consideration having value from a marketplace perspective,8 the Circuit certified the following question to this Court:

Construing the relevant statutory provisions, we conclude TUFTA's "reasonably equivalent value" requirement can be satisfied with evidence that the transferee (1) fully performed under a lawful, arm's-length contract for fair market value, (2) provided consideration that had objective value at the time of the transaction, and (3) made the exchange in the ordinary course of the transferee's business.

I. Background

For nearly two decades, R. Allen Stanford perpetrated a multi-billion dollar Ponzi scheme through Antigua-based Stanford International Bank Limited (Stanford), which sold fraudulent high-yield certificates of deposit to unwary investors.10 To further the scheme, Stanford used new investors' principal to pay early investors their promised returns, a classic Ponzi-scheme artifice designed to create a false aura of success.11 By the time the Securities and Exchange Commission uncovered the ruse in 2009, Stanford had bilked investors out of more than $7 billion.12

After Stanford's assets were seized and placed into receivership, the court-appointed receiver instituted legal proceedings to void asset transfers Stanford made before entering receivership, including suits to recoup payments to various vendors. At issue in this certified-question proceeding are payments Stanford made to The Golf Channel, Inc. under a contract for media-advertising services. The relevant facts, recounted below, are undisputed.

In 2005, Stanford initiated a marketing plan targeting new investors in the economic echelon most coveted by the Ponzi scheme, high-net-worth individuals. Part of Stanford's strategy involved marketing directed at sporting events that skewed favorably to the desired demographic. Among other activities, Stanford became the title sponsor of the Stanford St. Jude Championship, a 2006 Professional Golfers' Association of America (PGA) event broadcasted and covered by Golf Channel.

The same year, Golf Channel entered into a two-year agreement with Stanford to provide media-advertising services to augment Stanford's existing tournament sponsorships. Those services were directed at brand awareness and included commercial air time, recognition of Stanford's St. Jude Championship and U.S. Open title sponsorships, and integration of messaging about Stanford's charitable contributions, products, and brand during live tournament coverage. In exchange for its services, Golf Channel received payments from Stanford each month of the two-year contract term, except for the last monthly payment, which Stanford failed to make. All told, Stanford paid Golf Channel $5.9 million under the media-services contract, which Golf Channel fully performed. Three years after the services contract expired, the court-appointed receiver and the Official Stanford Investors' Committee (collectively, the Receiver) sued Golf Channel in federal district court to recover all the money Stanford paid under the media-advertising agreement, alleging the payments were made with intent to defraud Stanford's creditors.

On cross-motions for summary judgment in the federal-court proceeding, the Receiver asserted fraudulent intent was established as a matter of law, while Golf Channel argued the transfer was not voidable because it took Stanford's contract payments in good faith and in exchange for reasonably equivalent value.13 According to the Receiver, Golf Channel's affirmative defense failed as a matter of law because advertising services that further a Ponzi scheme and produce no tangible estate asset have zero value from the perspective of the enterprise's creditors.14

The district court agreed fraudulent intent was conclusively established because Stanford operated a Ponzi scheme, but granted summary judgment for Golf Channel on its affirmative defense. Citing TUFTA's definition of "reasonably equivalent value," the court opined that, if Golf Channel's services provided any "value," the exchange of value was reasonably equivalent because the transaction was arm's length, in good faith, at fair market value, and in the ordinary course of business.15 As to the threshold issue of value, the court similarly resolved that matter in Golf Channel's favor.

In doing so, the district court rejected the Receiver's argument that there is no "value" unless the transaction leaves the transferor's estate with a tangible asset on which creditors can levy execution. Because value is determined at the time of the transaction, the court explained that transferring consumable goods and services can confer value even though nothing is ultimately left behind for creditors. A contrary rule, the court observed, would sweep too broadly, negating the good-faith defense for vendors such as the electric and water companies that serviced Stanford's facilities. Because Golf Channel's advertising time and services had objective value at the time of the transaction,16 the district court concluded Golf Channel provided reasonably equivalent value for Stanford's contract payments. The court refused to categorically presume that vendors incidentally supporting a Ponzi scheme — like utility and office supply companies — provide no value in an otherwise good-faith transaction. In sum, the court concluded that Golf Channel did not actively promote or participate in the Ponzi scheme and, therefore, was an innocent trade creditor that had provided reasonably equivalent value in the form of media-advertising services.

On appeal, the Fifth Circuit initially reversed and rendered judgment in the Receiver's favor.17 Disregarding the significant market value of the media-advertising services Golf Channel sold to Stanford, the court held those services provide zero value to a Ponzi scheme's creditors.18 On panel rehearing, however, the Fifth Circuit vacated its prior opinion and, in a certified question, asks "what showing of `value' under TUFTA is sufficient for a transferee to prove the elements of the [good-faith] affirmative defense?"19 The overarching issue — whether Stanford's payments to Golf Channel may be rescinded and the funds returned to Stanford's estate — turns on the proper construction of the relevant provisions in TUFTA.

II. Discussion

A. Overview

TUFTA's purpose is to prevent debtors from prejudicing creditors by improperly moving assets beyond their reach.20 Under TUFTA, a transfer made with actual or constructive intent to defraud any creditor may be avoided to the extent necessary to satisfy the creditor's claims:

In determining actual intent under subsection (a)(1), TUFTA provides a list of eleven, nonexclusive indicia of fraudulent intent, including transfer to an insider, concealment of the transfer, debtor-retained control of the property after the transfer, debtor-involved litigation prior to transfer, and failure to obtain consideration reasonably equivalent to the value of the asset transferred.22 Evidence of a single "badge of fraud" does not conclusively demonstrate intent, but a confluence of several presents a strong case of fraud.23 Intent to defraud is ordinarily a fact question.24

When a Ponzi scheme is involved, however, courts applying TUFTA analogues have bypassed the statutory badges-of-fraud analysis in favor of a conclusive presumption that transfers in furtherance of the scheme were made with actual intent to defraud.25 Such transfers are fraudulent per se, the theory goes, based on the enterprise's illegality and incipient insolvency, which is also conclusively presumed.26 Because the Fifth Circuit has adopted these presumptions,27 Stanford's transfer of $5.9 million to Golf Channel was considered fraudulent as a matter of law.28 As such, both the district and appellate courts held Golf Channel must surrender its compensation unless it establishes the affirmative defense in TUFTA section 24.009(a), which applies in actual-intent cases and protects "a person who took [the transfer] in good faith and for a reasonably equivalent value."29 The question certified to this Court concerns only the "reasonably equivalent value" requirement of the affirmative defense.

As to that issue, the district court determined Golf Channel's services provided value reasonably equivalent to the payments it received from Stanford.30 The Fifth Circuit initially disagreed, concluding Golf Channel's services had no value because Stanford operated a Ponzi scheme.31 According to the Circuit, this conclusion is inescapable because, under TUFTA, "value" must be assessed from the standpoint of Stanford's creditors and the focus of the value inquiry is "the extent to which the transferor's net worth is preserved."32 Applying that perspective, the court held (1) Golf Channel failed to produce evidence its services preserved the value of Stanford's estate or had any utility to Stanford's creditors and (2) "Golf Channel's (unknowing) efforts to extend the Ponzi scheme had no value to the creditors," even though "they may have been quite valuable to the creditors of a legitimate business."33 This is so, the court reasoned, because attracting new investors to a Ponzi scheme decreases the estate's value by adding new liabilities.34 In short, because Stanford operated a Ponzi scheme, the expenditures for Golf Channel's media services further depleted the assets of an irredeemably insolvent debtor without conferring any reciprocal benefit for its creditors.

Dismissing Golf Channel's argument that incidental support of a Ponzi scheme is insufficient to negate the objective value of the services provided, the court declared that TUFTA requires value to be determined solely from the creditors' perspective and makes no exception for innocent "trade creditors" who provide services and goods.35 Though acknowledging that value can exist for consumables or in transactions with speculative economic benefits that never actually materialize, the court found no evidence Stanford's creditors actually or potentially benefited from Golf Channel's media-advertising services.36 This conclusion presumably derives from the court's view that generating business for a Ponzi scheme necessarily decreases the value of the estate, which would not be the case for legitimate businesses procuring similar media-advertising services.

The court left open the possibility that a narrow class of services to a Ponzi scheme might confer value from a creditor's viewpoint, providing as an example electricity services that helped preserve the debtor's real property from deteriorating.37 Concluding, however, that Golf Channel produced no evidence that its media-advertising services benefited Stanford's creditors, the court found value lacking as a matter of law and did not reach the secondary inquiry of whether the value exchanged was reasonably equivalent.38

On rehearing, the panel vacated its opinion and certified a statutory-construction question to this Court, citing tension between an UFTA comment regarding the definition of "value," which is not found in our statute, and TUFTA's definition of "reasonably equivalent value," which has no parallel in UFTA or in any other state's uniform fraudulent-transfer statute.39 The court commented that the latter "suggests that value should be measured from the perspective of a buyer in the general marketplace, not from the perspective of creditors," while the former states that "[c]onsideration having no utility from a creditor's viewpoint does not satisfy the statutory definition [of value]."40 Although admitting that a transfer of services or other consumables to a debtor would normally confer value, the Fifth Circuit stated "the case before us may be different because Stanford was engaged in a Ponzi scheme, not a legitimate enterprise."41

B. "Value" and "Reasonably Equivalent Value"

In section 24.004, TUFTA specially defines both "value" and the subsumed concept of "reasonably equivalent value," as follows:

Notably, neither definition is exclusive.43

TUFTA's definition of value tracks UFTA's definition precisely.44 The comments to UFTA explain:

Variants of "value," including "reasonably equivalent value," are not defined in UFTA, but are clearly encompassed in the broader definition.46 As the parties acknowledge, both value and reasonable equivalency are determined as of the time of the transaction, not in hindsight.47 Assuming consideration of value is exchanged in the first instance, "[t]he concept of reasonably equivalent value is a means of determining if the debtor received a fair exchange in the market place for the [asset] transferred."48

Given the broad, nonexclusive definitions of "value" and "reasonably equivalent value," the services Golf Channel provided indisputably had objective value at the time of the transaction, even if Stanford was insolvent or imminently insolvent at the time.49 Certainly, had Stanford not purchased Golf Channel's television air time, the services would have been available to another buyer at market rates. The parties, however, advocate divergent methods of assessing value in the Ponzi-scheme context, disputing what it means to consider "utility [of the consideration] from a creditor's viewpoint" and how TUFTA's market-value inquiry applies.

The Receiver maintains that (1) only the creditors' perspective is of consequence in determining whether, as a threshold matter, any value was exchanged at the time of the transfer, (2) only transactions that preserve or improve the debtor's estate (or presumably carry the potential to do so) confer value within TUFTA's meaning, and (3) this conclusion is mandatory because TUFTA's purpose is to "protect a debtor's estate from being depleted to the prejudice of the debtor's unsecured creditors."50 The Receiver categorically rejects market value as a relevant consideration at the first step of the value inquiry. Consequently, the Receiver contends the exemplary market-value inquiry in the statutory definition of "reasonably equivalent value" is irrelevant to the existence of "value" because it does not answer the pertinent inquiry, which is whether the debtor's estate was preserved or (potentially) enriched by the transaction. When TUFTA's reasonably equivalent value definition does come into play, the Receiver interprets it as applying only when a debtor sells an asset of disputed worth. The Receiver asserts that the definition finds purpose in such a case by providing a "range of values" yardstick for reasonable equivalency and is not implicated here because the value of the asset Stanford transferred to Golf Channel is fixed and certain.

Applying this paradigm to the realities of the transaction at hand, the Receiver argues that Golf Channel's advertising services — even if effective — would only attract new investors, enable the Ponzi scheme to continue, and thrust it further into insolvency.51 As a result, the Receiver insists Golf Channel's services constituted no value at the time of the transaction. Accepting that media-advertising services on a major cable network would certainly be useful to creditors of a legitimate business, and may have had utility to Stanford, the Receiver nevertheless stresses that such services had no utility to Stanford's creditors and the payments made to acquire those services prejudiced Stanford's creditors by depleting the estate's assets. The Receiver thus champions a value inquiry that turns on how Stanford's creditors — either gifted with the clarity of hindsight or imputed with the debtor's knowledge — would have valued the consideration at the time of the exchange. In the Receiver's view, to ensure consistency and uniformity of fraudulent-transfer laws, proof of market value — an objective standard — cannot be sufficient to establish the existence of value from a creditor's perspective under TUFTA.

Golf Channel has no quarrel with determining value from a creditor's viewpoint, but charges the Receiver with improperly applying a retrospective value inquiry and focusing on a subjective evaluation by the debtor's creditors rather than viewing the transaction from a reasonable creditor's perspective.52 Golf Channel asserts that, regardless of whose viewpoint is contemplated, consideration that has objective value at the time of the transaction meets the statutory definition of value without regard to the ultimate impact on the debtor's estate.53 Golf Channel finds support for an objective determination of value in section 24.004(d)'s special definition of "reasonably equivalent value." Assuming arguendo that the specific example in the definition describes only a situation in which a debtor has sold assets,54 Golf Channel reasons that if fair market value in an arm's-length transaction demonstrates a debtor received reasonably equivalent value when it sold an asset, it follows that the debtor received reasonably equivalent value when it purchased an asset, product, or service at market prices. Golf Channel, joined by several amici,55 warns that embracing the Receiver's value analysis would wreak economic havoc if good-faith merchants are required to forfeit their earnings unless they prove that, at the end of the day, the transaction conferred some secondary or residual benefit to the estate or, at a minimum, did not further the debtor's insolvency.

The answer to the certified question thus turns on the proper construction and application of the terms "value" and "reasonably equivalent value" as used in TUFTA.

C. Analysis

1. Guiding Principles

Our primary objective in construing a statute is to ascertain and effectuate the Legislature's intent without unduly restricting or expanding the statute's scope.56 We derive intent from the plain meaning of the text construed in light of the statute as a whole.57 The terms of a statute bear their ordinary meaning unless (1) the Legislature has supplied a different meaning by definition, (2) a different meaning is apparent from the context, or (3) applying the plain meaning would lead to absurd results.58 TUFTA further directs that it be "applied and construed to effectuate its general purpose to make uniform the law with respect to [fraudulent transfers] among states enacting [UFTA]."59

TUFTA is modeled after UFTA, and although the two are not identical, our Legislature has adopted UFTA's definition of "value."60 Because UFTA's definition of "value" is based on section 548(d)(2)(A) of the Bankruptcy Code,61 courts interpreting UFTA-based statutes consider analogous bankruptcy authority to be instructive of the proper meaning and application of that term and the related concept of reasonably equivalent value.62 Though the text of our statute is ultimately determinative of legislative intent, we may consider the construction afforded the pertinent terms in cases applying section 548 of the Bankruptcy Code63 and similar provisions in UFTA statutes enacted by other states.64 We may also consult comments accompanying the model law,65 but we remain mindful that UFTA's comments were not adopted by our Legislature and cannot alter the plain meaning of the words enacted, which are "the truest manifestation of what legislators intended."66 With these principles in mind, we turn to the question presented.

2. Consideration Constituting "Value"

TUFTA operates to "prevent debtors from defrauding creditors by placing assets beyond their reach,"67 but it also protects transferees "who took in good faith and for a reasonably equivalent value."68 In fact, if "a reasonable equivalent has been given in good faith for a transfer or obligation [the transferee has] a complete defense although the debtor is shown to have intended to hinder, delay, or defraud creditors."69 The statute thus establishes a counterbalance that must be given effect in the construction and application of the broadly defined terms "value" and "reasonably equivalent value."70

Uniformity is a stated objective of the statute, but TUFTA is unique among uniform fraudulent-transfer laws because it provides a specific market-value definition of "reasonably equivalent value."71 Use of the terms "includes" and "without limitation" to define the term is significant, revealing the Legislature intended to provide a paradigmatic — but nonexclusive — example of an exchange that conclusively satisfies the "reasonably equivalent value" requirement found in various provisions in the statute, including the affirmative defense in section 24.009(a).72 The illustration provided in the statutory definition is an exchange by the transferor that occurred for fair market value in an arm's-length transaction.73 As the definition's use of the conditional past-perfect tense "would have" illustrates, whether an exchange was made for reasonably equivalent value is evaluated objectively at the time of the transfer, not in retrospect.

TUFTA's general definition of "value" is also illuminating in what it expressly excludes from the definition: "[V]alue does not include an unperformed promise made otherwise than in the ordinary course of the promisor's business to furnish support to the debtor or another person."74 From the exclusion of unperformed promises not made in the ordinary course of business, it follows that other types of enforceable promises made or performed in the ordinary course of the promisor's business would constitute value under TUFTA.75 More to the point, the exclusion suggests that the nature of the transaction as being in the ordinary course of business or involving a promise performed bears more than a passing relevance to the "value" inquiry.76

While the definitions of "value" and "reasonably equivalent value" are expansive and nonexclusive, there is nevertheless an implicit requirement that the transfer confer some direct or indirect economic benefit to the debtor,77 as opposed to benefits conferred solely on a third-party, transfers that are purely gratuitous, and transactions that merely hold subjective value to the debtor or transferee.78 This is so because value must "be determined in light of the purpose of the Act to protect a debtor's estate from being depleted to the prejudice of the debtor's unsecured creditors."79 Accordingly, love and affection, and other types of consideration that have "no utility from a creditor's viewpoint" do not confer value for an exchange.80 Rather, consideration "must go beyond some speculative, ephemeral[,] psychic satisfaction" to constitute "value" or "reasonably equivalent value."81

Importantly, however, the "requirement of economic benefit to the debtor does not demand consideration that replaces the transferred property with money or something else tangible or leviable that can be sold to satisfy the debtor's creditors' claims."82 This is especially so when a debtor purchases services or consumable goods. A construction of the term "value" that would automatically or effectively exclude consideration in the form of consumable goods or services — for example, food, utilities, internet or telephone services, office supplies, and employee compensation or benefits — is simply unsupportable under a plain reading of the statute.

In such cases "the debtor received value in the supplier performing the consideration or promising to do so," even if in reality, payment for the services depleted estate assets and merely offset the liability that arose when the debtor incurred the obligation to pay for the services or goods in the first instance.83 The purpose of fraudulent conveyance law "is not to protect the debtor's creditors from all transfers that have no realizable economic benefit. Indeed, ... the law actually tolerates some transfers that diminish the value of their claims by reducing the amount of leviable, saleable assets, such as transfers in exchange for services."84 In fact, the definition of value expressly includes a transfer made to satisfy an antecedent debt, even though satisfaction of the debt would deplete estate assets that might otherwise have been available for the benefit of creditors.85

Furthermore, under TUFTA, whether consideration has value is a distinct inquiry from whether the exchange of consideration enhanced or gave rise to the debtor's insolvency.86 Accordingly, we must avoid a construction of the terms "value" and "reasonably equivalent value" that collapses these separate inquiries by elevating the debtor's insolvency to determinative status.

Finally, although not an analytical construct specifically articulated in TUFTA, applying a creditor's viewpoint as the value-inquiry standard is consistent with the body of instructive authority.87 But while UFTA's comments prescribe a creditor's viewpoint as to the utility of consideration, it does not impose a subjective value inquiry nor countenance a retrospective one.88 Neither does TUFTA. Evaluating value subjectively from a creditor's vantage point would effectively negate a transferee's good faith defense in certain categories of transactions — namely, intangible services and consumable goods — even though the statute does not support a distinction based on the type of consideration exchanged. In contrast, an objective inquiry that considers the existence of value — or utility of consideration — from a reasonable creditor's perspective at the time of the transaction (1) is consistent with the statute's language and (2) strikes an appropriate balance between protecting creditors and protecting third-party vendors and other transferees who have given reasonably equivalent value in good faith.

Under a plain reading of TUFTA, value exists when the debtor took consideration that had objective value at the time of the transfer, even if the consideration neither preserved the debtor's estate nor generated an asset or benefit that could be levied to satisfy unsecured creditors.89 The reasonably equivalent value requirement in section 24.009(a) is thus satisfied if a transferee performs objectively valuable services or transfers goods in an arm'slength transaction at market-value rates. This is not to say, however, that such circumstances are necessary to constitute value, but they are certainly sufficient.90

The question that lingers is whether TUFTA commands a statutory sleight of hand by which objective value disappears depending on the lens through which the transaction is viewed. In other words, does objectively valuable consideration become valueless based on the true nature of the debtor's business as a Ponzi scheme or the debtor's subjective reasons for procuring otherwise lawful services?

3. Divergent Views of "Value" and "Reasonably Equivalent Value" in the Ponzi-Scheme Context

There is little consensus about whether, and under what circumstances, consideration provided to a Ponzi scheme can constitute "value" or "reasonably equivalent value."91 The question typically arises in cases involving the following types of Ponzi-scheme expenditures: (1) repayment of investors' principal investments; (2) interest payments to investors (i.e., false profits); and (3) payments to brokers and others who, perhaps unwittingly, helped sell Ponzi-scheme products.92

Courts holding investors' interest payments or brokers' commissions were not exchanged for value focus on the nature of the debtor's enterprise, illegality of the services rendered, or illegality of the agreements under which payments were made. Because acquiring new investors or continuing to use investors' money ultimately extends the Ponzi scheme to the detriment of later investors, these courts hold that no value was exchanged for the debtor's expenditures in furtherance of the scheme.93 These cases turn on the nature of a Ponzi scheme and the application of a presumption that a transfer from a Ponzi scheme is not for "value" — and therefore not "for reasonably equivalent value" — as a matter of law.94 Under this approach to evaluating value, proof of the objective value a debtor received from a transfer is insufficient; instead, the transfer must have "preserved the value of [the debtor's] estate" or otherwise provided value to the Ponzi-scheme operator's creditors.95

In contrast, other courts have held that services or funds provided to a Ponzi-scheme operator can constitute value. The opinions in these cases "focus[] on the discrete transaction between the debtor and the defendant[s], without regard to the nature of the debtor's overall enterprise."96 In an illustrative bankruptcy case involving a Ponzi scheme, the Eleventh Circuit held that value is not determined by the effect of the transaction on the debtor's estate, but on the value of the goods or services provided.97 The issue in that case, In re Financial Federated Title & Trust, Inc., was whether a Ponzi-scheme employee, who had been paid as a percentage of gross profits, was barred as a matter of law from asserting the "for value and in good faith" affirmative defense in section 548 of the Bankruptcy Code.98 In holding the employee was not automatically barred from relying on the defense, the federal court dismissed the logic of cases in which courts had held that value is lacking as a matter of law in compensation transactions involving a Ponzi scheme.99

In explaining the basis for its holding, the federal court quoted extensively from In re Universal Clearing House Co., from which "[t]he better reasoned [Ponzi-scheme] cases germinate":

The Eleventh Circuit suggested that negating value based on the nature of the debtor's enterprise would improperly conflate the independent statutory inquiries of value, insolvency, and good faith.101 Value is value regardless of whether the debtor is insolvent or whether either party is acting in good faith.

In applying a more transaction-specific value inquiry, the Eleventh Circuit declined to follow another bankruptcy case, In re Randy, that provides a different perspective on the matter. Randy involved commissions paid to brokers who solicited investors in what turned out to be a Ponzi scheme.102 The court held that services provided in furtherance of the Ponzi scheme could not, as a matter of law, confer value.103 Given the illegality of the transactions, the court held that "no value was or could be legally given"; accordingly, good faith was immaterial.104 The court was careful, however, to cabin its analysis to illegal contracts for commissions earned selling the Ponzi scheme, observing "[i]t is possible that others providing ordinary services to [the Ponzi-scheme operator] not involving the Ponzi scheme, especially employees of the Debtor, might have deserved to be paid for their services because they acted in good faith and gave value to the debtor," but not those who "received a form of profit from their work selling the Ponzi scheme."105

The Fifth Circuit applied a similar analysis in a pair of Ponzi-scheme cases — Warfield v. Byron106 and Janvey v. Brown107 — involving, respectively, commissions paid to a Ponzi-scheme investor who helped procure other investors and payments of principal and interest to Ponzi-scheme investors. Citing cases holding no reasonably equivalent value exists for illegal services performed under illegal contracts, the Fifth Circuit held in Warfield that the debtor did not receive reasonably equivalent value in the form of services that extended the fraud by securing new investments.108

A split result ensued in Brown, in which the Fifth Circuit held the investors could not keep interest payments due under their investment contracts, which were illegal and therefore "void and unenforceable," but could retain repayments of their principal investments because those payments extinguished a claim against the estate for those amounts.109 The Fifth Circuit's latter holding in Brown is in tension with the Fifth Circuit's initial holding in this case. Golf Channel fully performed its contract with Stanford and, indisputably, would have a claim against the estate if Stanford had not paid what it owed for services rendered. In terms of exchanging "value," the circumstances under which Golf Channel entrusted an asset to Stanford and received reciprocal compensation are not materially distinguishable from the situation in which Ponzi-scheme investors obtained repayment of the investment funds they had entrusted to Stanford.

Besides federal-court proceedings, only one state high court has addressed the Ponzi-scheme presumptions and good-faith defense under an UFTA-based statute. In a recent opinion construing the Minnesota Uniform Fraudulent Transfer Act (MUFTA), the Minnesota Supreme Court repudiated the presumptions of actual intent, insolvency, and lack of reasonably equivalent value that some courts have applied in the Ponzi-scheme context.110 With regard to value, the court held that MUFTA did not support a different value analysis based on the debtor's overall scheme or enterprise. The court, citing statutory language such as "transfer" and "an asset," observed that the statute's focus is "on individual transfers, rather than a pattern of transactions that are part of a greater `scheme'" and, as a result, the statute dictates an "asset-by-asset" and "transfer-by-transfer" inquiry.111 The court also noted that if it were to presume that transfers from Ponzi-scheme operators were not for value, it would "effectively negate a transferee's good-faith defense to an actual-fraud claim."112 The court refused to apply the statute in a way that would nullify a statutory affirmative defense whenever the debtor was operating a Ponzi scheme, citing the absence of textual support for such a distinction.113 Instead, the court held that "the determination of whether a debtor received reasonably equivalent value in exchange for a transfer of its assets depends on the facts and circumstances of each case."114

4. Application to the Certified Question

In reviewing the summary judgment in Golf Channel's favor on its good-faith defense, the Fifth Circuit did not apply a presumption of no value, per se; however, the manner in which it applied TUFTA effectively does so. Like the Minnesota Supreme Court, however, we discern nothing in TUFTA's text suggesting the Legislature intended a different value standard to apply in the Ponzi-scheme context.115 We therefore conduct the same "value" and "reasonably equivalent value" analysis inquiry under TUFTA regardless of whether the debtor was operating a Ponzi scheme or a legitimate enterprise. We ask whether the debtor received value (i.e. whether the debtor received consideration with objective, economic value, not merely consideration with some subjective, ephemeral, or emotional value)116 and whether the value exchanged was reasonably equivalent.117 If a debtor is operating a Ponzi scheme, a transferee may not have taken in good faith, but that inquiry is distinct from whether the exchange was for "reasonably equivalent value."

The value inquiry may turn on whether the consideration provided to the debtor was illegal, but the value of services or goods provided to a debtor does not hinge on whether a debtor utilizes services or goods to further an illegal scheme or to pursue a legitimate business endeavor. Valuing consideration based on how the debtor decides to use it improperly applies a post hoc evaluation of the transaction.118

In this case, Golf Channel's media-advertising services had objective value and utility from a reasonable creditor's perspective at the time of the transaction, regardless of Stanford's financial solvency at the time.119 In exchange for its payments, Stanford received not merely speculative, emotional consideration, but accepted full performance of services with objective, economic value that were provided in the ordinary course of Golf Channel's business.120 Even if the media-advertising services utterly failed in their ostensible purpose of attracting more business — and thus only served to deplete Stanford's assets — the inherent value of those services nonetheless existed at the time of the transaction. Moreover, as services were fully provided, each payment also had value under TUFTA by extinguishing claims against the estate for the value of those services.

For purposes of the "reasonably equivalent value" requirement in section 24.009(a), proof that an exchange occurred for market-value rates in an arm's-length transaction conclusively establishes that the value exchanged was "reasonably equivalent."121 The district court determined that Golf Channel provided its services at fair market value in an arm's-length transaction, and the Receiver did not challenge that ruling on appeal.122

III. Conclusion

Whether a debtor obtained reasonably equivalent value in a particular transaction is determined from a reasonable creditor's perspective at the time of the exchange, without regard to the subjective needs or perspectives of the debtor or transferee and without the wisdom hindsight often brings. Considering TUFTA's definitions of "value" and "reasonably equivalent value" as applied to the circumstances of this case, we conclude the reasonably equivalent value requirement in section 24.009(a) of TUFTA is satisfied when the transferee fully performed in an arm's-length transaction in the ordinary course of its business at market rates. Each of these components is fairly encompassed in the plain meaning of the terms "value" and "reasonably equivalent value," as specially and nonexhaustively defined, and each is rooted in the statute's express language.

Construing the relevant provisions and the statutory scheme as a whole, we hold TUFTA does not contain separate standards for assessing "value" and "reasonably equivalent value" based on whether the debtor was operating a Ponzi scheme. Transactions for consumable goods and services may deplete a debtor's leviable assets, but that factor alone does not render the exchange valueless. Value must be determined objectively at the time of the transfer and in relation to the individual exchange at hand rather than viewed in the context of the debtor's entire enterprise, viewed subjectively from the debtor's perspective, or based on a retrospective evaluation of the impact it had on the debtor's estate. We answer the certified question accordingly.