Janvey v. GMAG, L.L.C.
Opinion of the Court
This case, arising out of the Stanford International Bank Ponzi scheme, requires us to determine whether the Texas Uniform Fraudulent Transfer Act's good faith affirmative defense allows Defendants-Appellees to retain fraudulent transfers received while on inquiry notice of the Ponzi scheme. We hold it does not. We REVERSE the district court's judgment and RENDER judgment in favor of the Plaintiff-Appellant.
I. BACKGROUND
The SEC uncovered the Stanford International Bank ("SIB") Ponzi scheme in 2009. For close to two decades, SIB issued fraudulent certificates of deposit ("CDs") that purported to pay fixed interest rates higher than those offered by U.S. commercial banks as a result of assets invested in a well-diversified portfolio of marketable securities. In fact, the "returns" to investors *454were derived from new investors' funds. The Ponzi scheme left over 18,000 investors with $7 billion in losses. The district court appointed Plaintiff-Appellant Ralph S. Janvey ("the receiver") to recover SIB's assets and distribute them to the scheme's victims.
Defendants-Appellees are Gary D. Magness and several entities in which he maintains his wealth (collectively, "Magness"). Magness was among the largest U.S. investors in SIB. Between December 2004 and October 2006, Magness purchased $79 million in SIB CDs. As of November 2006, Magness's family trust's investment committee monitored his investments, including the SIB CDs.
Bloomberg reported in July 2008 that the SEC was investigating SIB. At an October 2008 meeting, the investment committee persuaded Magness to take back, at minimum, his accumulated interest from SIB. The receiver asserts this decision was the result of mounting skepticism about SIB. Magness asserts it was because he was experiencing significant liquidity problems given the tumbling stock market.
Later that month, Magness's financial advisor approached SIB for a redemption. On October 9, 2008, SIB instead agreed to loan Magness $25 million on his accumulated interest. SIB applied Magness's outstanding "accrued CD interest" to repay most of this loan. In other words, Magness repaid $24.3 million of the $25 million loan with "paper interest" and $700,000 with cash. Between October 24 and 28, 2008, Magness borrowed an additional $63.2 million from SIB. In total, Magness received $88.2 million in cash from SIB in October 2008.
The receiver sued Magness to recover funds under theories of (1) fraudulent transfer pursuant to the Texas Uniform Fraudulent Transfer Act ("TUFTA") and (2) unjust enrichment. The receiver obtained partial summary judgment as to funds in excess of Magness's original investment, and Magness returned this $8.5 million in fraudulent transfers to the receiver.
The receiver moved for partial summary judgment, seeking a ruling that the remaining amounts at issue were also fraudulent transfers. Magness moved for summary judgment on his TUFTA good faith defense and the receiver's unjust enrichment claim. The district court granted the receiver's motion and denied Magness's motion.
Just before trial, the district court sua sponte reconsidered its denial of Magness's motion for summary judgment and rejected the receiver's unjust enrichment claim. Thus, the only issue presented to the jury was whether Magness received $79 million,
The jury determined that Magness had inquiry notice that SIB was engaged in a Ponzi scheme, but not actual knowledge. Inquiry notice was defined in the jury instructions as "knowledge of facts relating to the transaction at issue that would have excited the suspicions of a reasonable person and led that person to investigate."
*455The jury also determined that an investigation would have been futile. A futile investigation was defined in the jury instructions as one where "a diligent inquiry would not have revealed to a reasonable person that Stanford was running a Ponzi scheme."
The receiver moved for entry of judgment on the verdict, arguing that the jury's finding of inquiry notice defeated Magness's TUFTA good faith defense as a matter of law. The receiver also renewed his motion for judgment as a matter of law. The district court denied the receiver's motions and held that Magness satisfied his good faith defense. The receiver renewed his post-trial motions and moved for a new trial. The court denied these motions and issued its final judgment that the receiver take nothing aside from his prior receipt of $8.5 million.
On appeal, the receiver argues that (1) Magness was estopped from contesting his actual knowledge of SIB's fraud or insolvency; (2) the jury's finding of inquiry notice defeated Magness's TUFTA good faith defense as a matter of law; (3) the district court's jury instructions were erroneous and reduced Magness's burden to establish good faith; and (4) the district court erred by granting Magness's motion for summary judgment on the receiver's unjust enrichment claim. Because this case is resolved by our TUFTA good faith analysis, we reach only the second of the receiver's arguments.
II. DISCUSSION
A.
We review de novo a renewed motion for judgment as a matter of law. Montano v. Orange County,
B.
Texas, like most states, has adopted a version of the Uniform Fraudulent Transfer Act ("UFTA"). UFTA was designed "to prevent debtors from transferring their property in bad faith before creditors can reach it." BMG Music v. Martinez ,
The term good faith is not defined by TUFTA or UFTA and has not been interpreted by the Supreme Court of Texas. Lower courts analyzing TUFTA good faith have overwhelmingly adopted an objective definition: "A transferee who takes property with knowledge of such facts as would excite the suspicions of a person of ordinary prudence and put him on inquiry of the fraudulent nature of an alleged transfer does not take the property in good faith and is not a bona fide purchaser." Hahn v. Love ,
C.
The receiver contends that the district court impermissibly grafted a novel "futility exception" onto the TUFTA good faith defense. The futility exception arises from bankruptcy law. The Bankruptcy Code's fraudulent transfer section contains an affirmative defense that mirrors TUFTA good faith.
In a motion for summary judgment, Magness argued that this futility exception applies to TUFTA good faith. The district court agreed, relying on its analysis of the issue in a Janvey v. Alguire
The district court next determined that the diligent investigation requirement obligated a futility exception. The district court based its decision on a lack of binding authority requiring the conclusion that a transferee on inquiry notice who fails to investigate lacks good faith. Both the parties and the district court considered cases analyzing bankruptcy good faith rather than TUFTA good faith. Ultimately, the district court held that a transferee with inquiry notice must conduct a diligent investigation into the facts that put the transferee on inquiry notice to retain TUFTA good faith. In the alternate, a transferee could satisfy TUFTA good faith by proving that such an investigation would have been futile.
Because the district court denied Magness's motion for summary judgment on TUFTA good faith, the questions of notice and futility were left to the jury. While the jury determined Magness was on inquiry notice of SIB's Ponzi scheme, it also determined that an investigation into the *457scheme would have been futile. The district court thus determined that Magness retained good faith. The receiver asks this court to reject the district court's application of the futility exception to TUFTA good faith and find that, under Hahn , the jury's finding of inquiry notice defeats Magness's TUFTA good faith defense as a matter of law.
D.
The Supreme Court of Texas has not addressed whether TUFTA good faith requires a diligent investigation or a corresponding futility exception, so we must make an " Erie guess" as to the exception's applicability. SMI Owen Steel Co., Inc. v. Marsh USA, Inc.,
Texas lower courts and federal district courts considering TUFTA good faith rely on Hahn to hold that transferees found to have actual knowledge or inquiry notice of fraud cannot claim TUFTA's good faith defense. Citizens Nat'l ,
We have previously approved of Hahn 's conception of TUFTA good faith and upheld a district court's Hahn -based jury instructions. GE Capital ,
The court below is the first to supplement Hahn 's TUFTA good faith analysis with interpretations of Bankruptcy Code good faith.
Our prior disinclination to rely on § 548(c) to interpret TUFTA good faith is *458reinforced by the fact that neither § 548(c)'s text nor its legislative history defines good faith. Jimmy Swaggart Ministries v. Hayes ,
Even if we relied on § 548(c) as guidance for applying TUFTA good faith, the futility exception's inquiry does not implicate TUFTA good faith's central question: whether, at the time he receives property, a transferee has knowledge that "would excite the suspicions of a person of ordinary prudence and put him on inquiry" of that property's fraudulent nature. Hahn ,
The TUFTA good faith affirmative defense is an exception to the rule that fraudulent transfers must be returned. No prior court considering TUFTA good faith has applied a futility exception to this exception, and we decline to hold that the Supreme Court of Texas would do so. Transferees seeking to retain fraudulent transfers might offer up evidence of undertaken investigations to prove a reasonable person's suspicions would not have been aroused when the transfer was received. Id. at *14. But the fact that a fraud or scheme is later determined to be too complex for discovery does not excuse a finding of inquiry notice and does not warrant the application of TUFTA good faith. Because the jury determined Defendants-Appellees were on inquiry notice when they received $79 million in fraudulent transfers, their TUFTA good faith defense is defeated.
III. CONCLUSION
For the foregoing reasons, we REVERSE the district court's judgment and RENDER judgment in favor of the receiver.
Magness originally invested $79 million in SIB. He borrowed $88.2 million in cash from SIB, but he paid $700,000 back to SIB in cash and has already ceded $8.5 million to the receiver. The $79 million "loaned" to Magness from SIB remains in dispute.
This case was severed from Janvey v. Alguire , No. 3:15-CV-00724-N (N.D. Tex.).
Reference
- Full Case Name
- Ralph S. JANVEY, in his Capacity as Court-Appointed Receiver for the Stanford International Bank Limited v. GMAG, L.L.C. Magness Securities, L.L.C. Gary D. Magness Mango Five Family Incorporated, in its Capacity as Trustee for the Gary D. Magness Irrevocable Trust
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- 6 cases
- Status
- Published