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In re All American Bottled Water Corp.

United States Court of Appeals, Ninth Circuit
Nov 18, 2010
404 F. App'x 111 (9th Cir. 2010)

Summary

noting that “[t]he focus is whether the net effect of the transaction has depleted the bankruptcy estate” and that “it is proper under appropriate circumstances to evaluate a series of transactions as a whole in determining whether reasonably equivalent value was received”

Summary of this case from Dye v. Communications Ventures III, LP (In re Flashcom, Inc.)

Opinion

No. 09-36050.

Argued and Submitted November 1, 2010.

Decided November 18, 2010.

Robert J. Curran, Esquire, Timothy William Dore, Bryan C. Graff, Esquire, Ryan, Swanson Cleveland, PLLC, Seattle, WA, for Appellant.

Sheena Ramona Aebig, Anthony Stephen Broadman, Esquire, Jerry B. Edmonds, Esquire, Daniel W. Ferm, Williams Kastner Gibbs, PLLC, Seattle, WA, for Appellees.

Appeal from the United States District Court for the Western District of Washington, Benjamin H. Settle, District Judge, Presiding. D.C. No. 3:09-cv-05171-BHS.

Before: B. FLETCHER, FERNANDEZ and BYBEE, Circuit Judges.


MEMORANDUM

This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3.

The trustee appeals from the district court's order affirming the bankruptcy court's dismissal of a motion to avoid certain transfers made by the debtor to defendants Bar K and Ng, on the grounds that the transfers allegedly ran afoul of state fraudulent transfer laws and federal bankruptcy law. See Wash. Rev. Code §§ 19.40.041, 19.40.051; 11 U.S.C. § 544(b). We affirm.

We review de novo a district court's decision on appeal from a bankruptcy court. Greene v. Savage (In re Greene), 583 F.3d 614, 618 (9th Cir. 2009). We review the bankruptcy court's conclusions of law de novo and its factual findings for clear error. Id. We may affirm the bankruptcy court's decision on any ground fairly supported by the record. Wirum v. Warren (In re Warren), 568 F.3d 1113, 1116 (9th Cir. 2009).

The bankruptcy court noted that the challenged transfer — the payment of points to Bar K and Ng — was part of an overall plan to provide the debtor with short-term funding needed to complete a purchase and begin the development of a water bottling plant. It found that all steps of the plan, including the payments to the defendants, involved transactions that were "integral to consummating [the] business plan." The points payments in particular constituted standard fees for loan servicing. We agree with this assessment. Accordingly, we hold that the transfers to Bar K and Ng were part of a single loan transaction.

Furthermore, regardless of whether the transfers to Bar K and Ng are viewed separately or as part of a single transaction, the debtor received reasonably equivalent value for the transfers. The district court and bankruptcy court both found that the debtor would not have received $25 million in short-term funds if it had not paid these points to the defendants. Furthermore, neither party suggests that an exchange for $32 million in debt for $25 million in immediate assets does not constitute a transfer for reasonably equivalent value, and neither party suggests that the transaction was conducted at less than arms-length or was otherwise unfair.

AFFIRMED.


Summaries of

In re All American Bottled Water Corp.

United States Court of Appeals, Ninth Circuit
Nov 18, 2010
404 F. App'x 111 (9th Cir. 2010)

noting that “[t]he focus is whether the net effect of the transaction has depleted the bankruptcy estate” and that “it is proper under appropriate circumstances to evaluate a series of transactions as a whole in determining whether reasonably equivalent value was received”

Summary of this case from Dye v. Communications Ventures III, LP (In re Flashcom, Inc.)
Case details for

In re All American Bottled Water Corp.

Case Details

Full title:In the Matter of: ALL AMERICAN BOTTLED WATER CORPORATION, Debtor, Michael…

Court:United States Court of Appeals, Ninth Circuit

Date published: Nov 18, 2010

Citations

404 F. App'x 111 (9th Cir. 2010)

Citing Cases

Dye v. Communications Ventures III, LP (In re Flashcom, Inc.)

See In re All American Bottled Water Corp., 2009 WL 722994, *4–5 (Bankr.W.D.Wash.2009), aff'd,404 Fed.Appx.…