Luker v. Reeves (In re Reeves)

65 F.3d 670, 27 U.C.C. Rep. Serv. 2d (West) 590, 1995 U.S. App. LEXIS 24220
CourtCourt of Appeals for the Eighth Circuit
DecidedAugust 28, 1995
DocketNos. 94-2956, 94-3259, 94-3261, 94-3263 and 94-3343
StatusPublished
Cited by14 cases

This text of 65 F.3d 670 (Luker v. Reeves (In re Reeves)) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eighth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Luker v. Reeves (In re Reeves), 65 F.3d 670, 27 U.C.C. Rep. Serv. 2d (West) 590, 1995 U.S. App. LEXIS 24220 (8th Cir. 1995).

Opinion

LOKEN, Circuit Judge.

These consolidated appeals arise out of the bankruptcy of Marlin Reeves, an Arkansas businessman whose farming operations and real estate investments soured in the late 1980s. Marlin1 was denied a bankruptcy discharge because of his efforts to conceal assets from his creditors. In these adversary proceedings, the trustee has avoided various fraudulent and preferential asset transfers to Marlin’s relatives and to entities controlled by the Reeves family. The transferees appeal the relief afforded the trustee, and the trustee cross-appeals the district court’s decision that it lacks jurisdiction to dissolve a close corporation in which the bankruptcy estate is a shareholder. We reverse the district court’s jurisdictional decision and its order that a family corporation must turn over money it never actually received. In all other respects, we affirm.

I. Transfers to Reeves Trucking, Inc.

In the first action, the trustee seeks to seize all assets of Reeves Trucking, Inc. (“RTI”), for the bankruptcy estate. Marlin’s wife formed RTI in September 1986, receiving all its issued shares. Marlin then transferred substantial assets to RTI, including farm equipment and the assets of a former sole proprietorship, Reeves Trucking. After this change in ownership, Marlin operated his businesses through RTI, and the Reeves-es paid a substantial portion of their living and other personal expenses from RTI funds. Marlin filed his Chapter 7 petition in December 1987.

The bankruptcy court found that Marlin fraudulently transferred business assets to RTI to shield those assets from his creditors. The court concluded that RTI is a “sham,” imposed a constructive trust on all its assets in favor of the bankruptcy estate, and decreed that “everything of value in the corporation, including post-petition profits, constitutes property of the estate.”

The district court agreed that RTI is a sham, that Marlin fraudulently conveyed assets to RTI prior to filing for bankruptcy, and that those assets are part of the bankruptcy estate. However, with respect to RTI’s post-petition activities, the court concluded that § 541(a)(6) of the Bankruptcy Code limits the trustee’s recovery to the “rents, profits, or proceeds” of the original estate. Therefore, the court modified the bankruptcy court’s order to provide that RTI may retain any assets it proves are the product of Marlin’s post-petition labors or other infusions of new value.

On appeal, RTI argues that the bankruptcy court and the district court erred in disregarding RTI’s corporate existence and in imposing a constructive trust on its assets. We conclude this is an appropriate ease to employ the constructive trust remedy. There is ample evidence supporting the fraudulent conveyance finding, as RTI virtually concedes. The issue then becomes one of remedy. Under Arkansas law, a constructive trust is a broad equitable remedy used when the legal title to property has been obtained through fraud, misrepresentation, concealment, or any other circumstance making it unjust for the holder to retain the property. Bragg v. Hartney, 92 Ark. 55, 121 S.W. 1059, 1060 (1909); see also N.S. Garrott & Sons v. Union Planters Nat’l Bank of Memphis (In re N.S. Garrott & Sons), 772 F.2d 462 (8th Cir.1985). Marlin placed his business assets beyond the reach of his credi[673]*673tors and then commingled those assets with other assets through numerous pre-petition and post-petition transactions. A constructive trust may be used to make the estate whole.

Alternatively, RTI argues that the trustee may recover only assets Marlin conveyed to RTI prior to filing for bankruptcy, plus any assets purchased with funds obtained from the sale of those original assets. In addition, RTI contends that the district court erred in making RTI prove which of its present assets may not be subject to a constructive trust. In other words, RTI would place the burden on the trustee to prove that a particular RTI asset is directly traceable to a pre-petition fraudulent conveyance.

In our view, this part of the remedy question is unnecessarily muddled by the trustee’s attempt to disregard RTI’s corporate existence. RTI was formed over one year before Marlin filed for bankruptcy. Had Marlin simply incorporated Reeves Trucking in September 1986 — for example, to gain the benefits of limited liability — his creditors likely could not have complained. Thus, incorporation did not defraud creditors; it was placing ownership of the resulting corporation in Marlin’s wife that was the fraudulent conveyance. Therefore, it is not the corporate assets which should be placed in the bankruptcy estate, it is RTI’s stock.

Clarifying that it is RTI stock to which the bankruptcy estate is entitled greatly reduces the impact of § 541(a)(6) on the remedy analysis. If the fraudulent conveyance was the transfer of Reeves Trucking assets to RTI, then avoiding that transfer results in the assumption that Marlin went into bankruptcy operating Reeves Trucking as a sole proprietorship. In that event, his bankruptcy estate would include the business and its assets at the time of filing, plus the “proceeds, product, offspring, rents, or profits of or from” those assets. § 541(a)(6). But in determining post-petition rents and profits, the statute excludes “services performed by an individual debtor after the commencement of the case.” The manner in which to divide post-petition earnings of a proprietorship between the trustee and the individual debtor under § 546(a)(6) has badly divided other courts. Compare FitzSimmons v. Walsh (In re Fitzsimmons), 725 F.2d 1208 (9th Cir. 1984), with In re Cooley, 87 B.R. 432 (Bankr.S.D.Tex.1988), with In re Herberman, 122 B.R. 273 (Bankr.W.D.Tex.1990). But here Marlin chose the corporate form of doing business well before filing, and the fraudulent conveyance was his indirect transfer of the corporation’s ownership to his wife. Therefore, the corporate stock becomes an asset of the estate, and the § 541(a)(6) exclusion is an issue only to the extent RTFs earnings are attributable to Marlin’s uncompensated services.

Viewing the situation in this light also puts to rest RTI’s other contentions. First, under this approach, the corporate entity is not ignored. Rather, a constructive trust is imposed on RTI stock in the hands of Marlin’s wife, who received that stock for no value with the intent to defraud Marlin’s creditors. Second, focusing on RTI’s stock makes it apparent that the trustee’s remedy is not limited, as RTI argues, to the specific assets initially transferred to the corporation and any proceeds traceable to those assets. Because the estate owns RTI stock, the question is whether to exercise the bankruptcy court’s remedial discretion to segregate and exclude from the bankruptcy estate any post-petition additions to the RTI enterprise.

Turning to that question, if RTI’s assets now include the fruits of post-petition infusions of capital, made by or on behalf of RTI’s owners on the assumption that RTI was not part of Marlin’s Chapter 7 estate, then it would violate the “fresh start” principle of bankruptcy to pull those assets into the estate simply because many years passed while determining that RTFs stock was in fact part of the estate. Cf. In re Lotta Water Land Co., 25 B.R.

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Bluebook (online)
65 F.3d 670, 27 U.C.C. Rep. Serv. 2d (West) 590, 1995 U.S. App. LEXIS 24220, Counsel Stack Legal Research, https://law.counselstack.com/opinion/luker-v-reeves-in-re-reeves-ca8-1995.