Opinion
NOT TO BE PUBLISHED.
APPEAL from the Superior Court of San Bernardino County. No. RCV090876 Ben T. Kayashima, Judge. (Retired judge of the San Bernardino Super. Ct. assigned by the Chief Justice pursuant to art. VI, § 6 of the Cal. Const.) Affirmed.
Ackerman, Cowles & Associates and Richard D. Ackerman; Maxwell E. Lin & Associates and Maxwell E. Lin for Defendants and Appellants.
Jerry La Cues for Plaintiff and Respondent.
OPINION
RICHLI J.
In an underlying action, plaintiff Sylvia Hu sued defendant Ching Wang (Wang) and ultimately won a judgment against him. Meanwhile, starting before the underlying action was filed and ending after the judgment was rendered, Wang and his wife, defendant Hsiu Chin Wang (collectively the Wangs), executed a series of trust deeds on their property in favor of defendant JCR, Inc. (JCR). After a bench trial, the trial court set aside the trust deeds, finding that JCR was a sham corporation and that the trust deeds were fraudulent transfers intended to frustrate the collection of Wang’s debt to Hu.
Defendants appeal, contending:
1. There was insufficient evidence that the trust deeds constituted fraudulent transfers.
2. This action was barred by the statute of limitations.
3.The trial court erred by setting aside all, rather than just some, of the trust deeds.
Finding no error, we will affirm.
I
FACTUAL BACKGROUND
A. The Status of JCR.
JCR is incorporated in Belize. It was formed in March 2001. Initially, one Hong Chin Tai held 50 percent of the stock; the other stockholders were a Ms. Tsai and a Ms. Liao, who held 25 percent each. All three were residents of Taiwan. Tai testified that, in 2003, she bought out Tsai and Liao and became the sole stockholder.
Wang admitted that he and Tai were “good friends,” although he claimed that they had become friends only recently.
Neither JCR nor Tai had any records of any of these stock transactions. JCR had issued only a single stock certificate, to “bearer.” (Capitalization omitted.)
JCR had no directors and kept no minutes. Other than the notes and deeds of trust from the Wangs, it had no assets. It claimed to have made other loans, but it had no records of them. It had never filed any tax returns in any country. It had closed its only bank account “because of this lawsuit....”
B. The 2001 Construction Dispute and the 2001 Deeds.
In October 1999, Hu entered into a contract with Wang to make improvements to Hu’s property. In June 2000, Hu sent Wang a letter claiming that he (1) had done no work for three months; (2) had failed to pay the people doing the work; and (3) had no contractor’s license. Around March 2001, Hu filed a complaint against Wang with the Contractors State License Board.
Meanwhile, the Wangs owned two pieces of property on Locust Street in Ontario (Locust properties). The Locust properties were encumbered by a first trust deed in favor of Sumitomo Bank.
The Wangs executed promissory notes to JCR, dated August 13, 2001, for a total of $450,000. On August 15, 2001, deeds of trust from the Wangs to JCR, purportedly to secure this $450,000 loan, were recorded against the Locust properties.
According to defendants, before JCR was formed, Tsai and Liao, acting individually, had lent Wang approximately $300,000. In 2001, when JCR was formed, it took over these loans in exchange for stock; at the same time, it also lent Wang an additional amount of approximately $150,000. However, there were no records of these earlier loans to Wang and no records showing that JCR took over any loans.
According to Wang, the loan proceeds were wired to his bank account in Taiwan, and he withdrew them in cash. However, he had no records of that account.
C. The 2004 Lawsuit and the 2004 Deeds.
On April 30, 2004, Hu filed the underlying action against Wang in Los Angeles Superior Court. The Wangs executed more promissory notes to JCR, dated May 14, 2004, for a total of $517,500. On June 14, 2004, more deeds of trust from the Wangs to JCR, purportedly to secure this loan, were recorded against the Locust properties. At that time, Wang admittedly was aware of the complaint in the underlying action.
C. The 2005 Judgment and the 2005 Deed.
On September 12, 2005, Hu was awarded a judgment against Wang for $118,109.92.
Meanwhile, the Wangs executed another promissory note to JCR, dated June 14, 2004, for $82,500. On September 26, 2005, one last deed of trust from the Wangs to JCR, purportedly to secure this loan, was recorded against one of the Locust properties. Wang admittedly was aware of the judgment at the time.
In sum, the total amount secured by the five deeds of trust to JCR was $1.05 million. As of 2001, the Locust properties were worth a total of $600,000. As of June 2004, they were worth about $700,000. As of September 2005, their value had fallen back to about $635,000.
Wang and Tai testified that the 2004 and 2005 deeds all related to a single loan of $600,000; the failure to execute and record the $82,500 trust deed until 2005 was just a mistake. They claimed that in August 2004 the entire $600,000 was wired to Wang’s bank account in Shanghai. However, they were not able to produce any contemporaneous records of this transaction.
Wang and Tai testified that exhibits 225 and 231 evidenced the transaction but conceded that these documents were created after this lawsuit was filed indeed, for the purpose of being used as evidence in this lawsuit. Neither side has asked to have these exhibits transmitted to this court. (See Cal. Rules of Court, rule 8.224.) On this record, we cannot say that these documents required the trial court to find that JCR ever actually funded the supposed $600,000 loan to the Wangs.
Wang claimed to have made interest payments on the loans, and JCR had issued receipts to the Wangs for interest payments. However, the interest payments were supposedly made in cash and were never deposited into any JCR account.
Wang prepared the trust deeds, recorded them, and had them mailed back to him (not JCR). Wang also prepared the promissory notes. The trial court found that Wang actually prepared all of the promissory notes after September 12, 2005, when Hu obtained the judgment against him.
Sometime after September 12, 2005, Hu first became aware of the deeds of trust.
II
THE SUFFICIENCY OF THE EVIDENCE
Defendants contend that there was insufficient evidence that the trust deeds constituted fraudulent transfers. Specifically, they argue that there was insufficient evidence that the Wangs were insolvent or that the Wangs did not receive a reasonably equivalent value.
Preliminarily, defendants have forfeited this contention by failing to provide a summary of all of the relevant evidence. Instead, they selectively mention only the evidence favorable to themselves. “‘It is well established that a reviewing court starts with the presumption that the record contains evidence to sustain every finding of fact.’ [Citations.] Defendants’ contention herein ‘requires defendants to demonstrate that there is no substantial evidence to support the challenged findings.’ (Italics added.) [Citations.] A recitation of only defendants’ evidence is not the ‘demonstration’ contemplated under the above rule. [Citation.] Accordingly, if, as defendants here contend, ‘some particular issue of fact is not sustained, they are required to set forth in their brief all the material evidence on the point and not merely their own evidence. Unless this is done the error is deemed to be waived.’ (Italics added.) [Citations.]” (Foreman & Clark Corp. v. Fallon (1971) 3 Cal.3d 875, 881-882.)
Even aside from forfeiture, the contention fails. A transfer may be found to be fraudulent on multiple alternative grounds. As relevant here, a transfer is fraudulent if it is made “without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation.” (Civ. Code, § 3439.05.) However, a transfer also is fraudulent if it is made “[w]ith actual intent to hinder, delay, or defraud any creditor of the debtor.” (Civ. Code, § 3439.04, subd. (a)(1), effective Jan. 1, 2005; accord, former Civ. Code, § 3439.04, subd. (a).)
Here, the trial court specifically found that:
1. “Defendant, Mr. Ching Wang... conspired with JCR... to hinder, delay and... defraud the [p]laintiff, Ms. Hu.”
2. The “deeds of trust were created and recorded to frustrate,... hinder, delay and/or defraud [p]laintiff, Ms. Hu, from collecting her judgment as against [d]efendant, Mr. Ching Wang.”
It made no express findings with regard to whether the Wangs were insolvent or received reasonably equivalent value. While such findings could be implied, if necessary to support the judgment (In re Marriage of Arceneaux (1990) 51 Cal.3d 1130, 1132-1136), this record strongly suggests that the trial court found that the transfers were fraudulent based solely on actual fraudulent intent. Significantly, defendants do not argue that there was insufficient evidence of such actual intent. Accordingly, even assuming without deciding that there was insufficient evidence of insolvency and/or insufficient evidence of lack of reasonably equivalent value, we may nevertheless sustain the judgment based on actual fraudulent intent.
Defendants also argue that the trust deeds were not fraudulent in light of Civil Code section 3432, which provides: “A debtor may pay one creditor in preference to another, or may give to one creditor security for the payment of his demand in preference to another.” However, “[t]he... rule that a debtor may prefer one creditor over another (Civ. Code, § 3432) has long been subject to exceptions based on fraud. [Citation.]” (Lyons v. Security Pacific Nat. Bank (1995) 40 Cal.App.4th 1001, 1020.) Here, the trial court found fraud.
In a somewhat bizarre argument, defendants also contend that there was insufficient evidence of a transfer to a third party: “... Plaintiff pleads that JCR and the Wangs are one and the same. [Citation.] If this is true, then no third party transfer took place and pursuing an alter-ego type theory of liability would have been the appropriate remedy.” (Capitalization omitted.)
The complaint did not allege, and the trial court did not find, that JCR was an alter ego of the Wangs. Moreover, defendants do not concede that this is a fact; they merely suggest that “if” it is a fact, then there could be no fraudulent transfer. Thus, this argument is premised on a “fact” that was never pleaded, admitted, or found to be true.
In any event, a fraudulent transfer theory is not inconsistent with an alter ego theory. (Everts v. Sunset Farms, Inc. (1937) 9 Cal.2d 691, 695-696 [sustaining findings that transfer was to alter ego and was a fraudulent conveyance].) The fact that two entities are alter egos does not mean that they are literally “one and the same.” Rather, “[a] corporate identity may be disregarded the ‘corporate veil’ pierced where an abuse of the corporate privilege justifies holding the equitable ownership of a corporation liable for the actions of the corporation. [Citation.]” (Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4th 523, 538.)
For example, in People v. Smith (1984) 155 Cal.App.3d 1103, disapproved on unrelated grounds in Baluyut v. Superior Court (1996) 12 Cal.4th 826, 835-836, the defendant argued that he was not guilty of embezzlement because “he could not have embezzled from himself and [the corporate victim] was just another facet of himself, his alter ego.” (Smith, at p. 1139.) The appellate court disagreed, stating: “... ‘Parties who determine to avail themselves of the right to do business by means of the establishment of a corporate entity must assume the burdens thereof as well as the privileges. The alter ego doctrine is applied to avoid inequitable results not to eliminate the consequences of corporate operations.’ [¶] It would be a perversion of the equitable origin of the doctrine of alter ego to employ it as a defense to embezzlement, as a means of promoting fraud.” (Id. at p. 1142.) The same is true here.
And finally, nothing in the Uniform Fraudulent Transfer Act (or UFTA) requires that the transfer must be made to a third party. (Civ. Code, §§ 3439.04, 3439.05.) “Transfer” is defined very broadly as “every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, and creation of a lien or other encumbrance.” (Civ. Code, § 3439.01, subd. (i).) Here, by recording the trust deeds, the Wangs “dispos[ed] of... an asset.”
We therefore conclude that defendants have not shown that there was insufficient evidence to support the judgment.
III
THE APPLICATION OF THE STATUTE OF LIMITATIONS
Defendants contend that this action was barred by the statute of limitations.
A. Additional Factual and Procedural Background.
In their trial brief, defendants asserted that, with respect to the 2001 deeds, the action was barred by the statute of limitations. Hu filed a written opposition. Defendants then filed a further trial brief, arguing in more detail that the action with respect to the 2001 deeds was barred.
After Hu rested, defendants filed a motion for judgment (Code Civ. Proc., § 631.8), arguing again that the statute of limitations had run as to the 2001 deeds. The trial court reserved ruling on the motion.
After both sides had rested, the trial court requested further briefing. In their further brief, defendants argued yet again that the statute of limitations had run as to the 2001 deeds.
In its statement of decision, the trial court did not expressly address the statute of limitations issue. Nevertheless, by setting aside all of the challenged deeds, it implicitly ruled that the statute of limitations did not apply.
C. Analysis.
The UFTA statute of limitations is Civil Code section 3439.09. It requires that an action “with respect to a fraudulent transfer or obligation” be brought “within four years after the transfer was made or the obligation was incurred....” (Civ. Code, § 3439.09, subds. (a), (b).) In addition, if the action is brought on a theory of actual intent to defraud (Civ. Code, § 3439.04, subd. (a)(1), effective Jan. 1, 2005; accord, former Civ. Code, § 3439.04, subd. (a)), rather than a theory of failure to receive a reasonably equivalent value (Civ. Code, §§ 3439.04, subd. (a)(2), effective Jan. 1, 2005; accord, former Civ. Code, § 3439.04, subd. (b); see also Civ. Code, § 3439.05), it may be brought “within one year after the transfer or obligation was or could reasonably have been discovered by the claimant” (Civ. Code, § 3439.09, subd. (a)), but not more than seven years after the transfer or obligation. (Civ. Code, § 3439.09, subd. (c).)
1. Application to entire action.
Defendants argue that the entire action is barred. They assert: “[A]ny underlying construction work in this case ended by March of 2000. [Citation.] No lawsuit was filed until April[] 30, 2004 (more than four years after the alleged abandonment of any work) [citation].” They ask: “If the statute of limitations expires on the underlying cause or ‘creditor’ claim, does any future claim for alleged fraudulent transfers... die with the underlying claim?”
The short answer is, “No.” Indeed, there are so many things wrong with this argument that it is almost hard to know where to begin.
Preliminarily, defendants forfeited this contention by failing to raise it below. In the trial court, they argued exclusively that the action was barred with respect to the 2001 deeds; they did not argue that it was barred with respect to the 2004 or 2005 deeds.
Even if not forfeited, this contention lacks merit. Defendants seem to be saying that Wang could have used the statute of limitations as a defense in the underlying action. If so, this defense was either forfeited (because it was not raised) or rejected (because it was raised and resolved against him). In either case, Hu’s underlying claim has now been merged into a judgment. (Tomaselli v. Transamerica Ins. Co. (1994) 25 Cal.App.4th 1766, 1769-1772.) That judgment is enforceable for at least 10 years (Code Civ. Proc., § 683.020; see also Code Civ. Proc., § 337.5, subd. 3) and even longer if renewed. (See Code Civ. Proc., § 683.110 et seq.)
Defendants also seem to think that “obligation” in Civil Code section 3439.09 refers to the defendant’s underlying obligation to the plaintiff, thus requiring the action to be brought within four years after this underlying obligation was incurred. But not so. Rather, it refers back to any “fraudulent transfer or obligation” that the plaintiff is seeking to set aside. Thus, the limitations period in a fraudulent transfer action runs from the fraudulent transfer or obligation itself, not from the underlying debt or obligation.
2. Application to 2001 deeds.
Conversely, defendants do not appear to argue in this appeal that the action was barred with respect to the 2001 deeds. Accordingly, this particular contention, too, has been forfeited. And even if not forfeited, however, it, too, lacks merit, for two alternative reasons.
In their reply brief, they do briefly assert: “At a bare minimum, any action on th[e 2001] transfer was clearly barred....” “[T]he issue was waived as to this court because it was noted only in appellants’ reply brief, and not in their opening brief. [Citation.]” (Tilton v. Reclamation Dist. No. 800 (2006) 142 Cal.App.4th 848, 864, fn. 12.)
First, the trial court could reasonably find that this action was filed less than one year after Hu reasonably could have discovered the 2001 fraudulent transfer.
“The question of when there has been a belated discovery of the cause of action... is ordinarily a question of fact. It is only where reasonable minds can draw but one conclusion from the evidence, that it becomes a matter of law. [Citations.]” (Johnson v. Haberman & Kassoy (1988) 201 Cal.App.3d 1468, 1476.) Accordingly, we apply the substantial evidence standard of review. (Arthur v. Davis (1981) 126 Cal.App.3d 684, 690.)
Hu testified that she did not become aware of the deeds of trust until sometime after September 12, 2005, when she obtained the judgment in the underlying action. We cannot say, as a matter of law, that this was unreasonable.
Defendants argue that Hu had constructive notice of the 2001 deeds because they had been recorded. We may assume, without deciding, that she was chargeable with constructive notice of the deeds. (But see Civ. Code, § 1213 [recorded conveyance affords constructive notice to “subsequent purchasers and mortgagees”].) Even if so, the fact that she had constructive notice of the deeds does not necessarily mean that she reasonably should have discovered them for purposes of the statute of limitations. “Under a long line of cases, the fact that the victim had constructive notice of the truth from public records is no defense to fraud. The existence of such public records may be relevant to whether the victim’s reliance was justifiable, but it is not, by itself, conclusive. [Citations.]” (Bishop Creek Lodge v. Scira (1996) 46 Cal.App.4th 1721, 1734 [Fourth Dist., Div. Two].) The same reasoning applies to the discovery rule. (Tarke v. Bingham (1898) 123 Cal. 163, 165-166[recordation of document containing mistake did not require finding that purchaser had discovered mistake for purposes of statute of limitations].)
Moreover, Hu did not necessarily have constructive notice that the 2001 deeds were fraudulent. Admittedly, the one-year statutory period is phrased in terms of discovery of “the transfer.” Nevertheless, this has been construed to mean not only discovery of the transfer itself, but also discovery of its fraudulent nature. (Freitag v. McGhie (1997) 133 Wash.2d 816, 821-824 [947 P.2d 1186]; Johnston v. Crook (Tex. Civ. App. 2002) 93 S.W.3d 263, 271.) “Registration of a fraudulent conveyance at a certain date... is merely one circumstance bearing on the creditor’s actual or presumed knowledge. [Citation.] ‘The intent to hinder, delay, and defraud which makes a gift or conveyance void as to creditors is rarely or never declared on the face of the deed.’ [Citation.]” (Johnston,at p. 271.)
Bueneman v. Zykan (Mo. App. 2005) 181 S.W.3d 105 is on all fours with this case. There, in 1993, defendant Zykan, knowing that he was under investigation for environmental violations, deeded certain land to his wife. In March 1994, the plaintiffs sued Zykan based on the environmental violations. In September 1994, Zykan and his wife further deeded the land to the wife’s parents. In 1997, the plaintiffs obtained a judgment against Zykan. In 1998, they filed a fraudulent transfer action against Zykan and his wife’s parents. (Id. at pp. 108, 110.)
The defendants argued that the statute of limitations under the Uniform Fraudulent Transfer Act had run because the plaintiffs were on notice of the 1993 transfer from recordation of the deed. (Bueneman v. Zykan, supra, 181 S.W.3d at pp. 110-111.) The plaintiffs, on the other hand, argued “that they only discovered the fraudulent transfer when they attempted to execute on the judgment, and they should not reasonably have been expected to discover the fraud prior to the date they obtained a judgment against Zykan.” (Id. at p. 110.)
The appellate court agreed with the plaintiffs: “We don't believe that [plaintiffs] reasonably could be expected to search the recorder of deeds before they even obtained a judgment against Zykan, or before they realized their judgment was not going to be paid by Zykan. It is not reasonable to expect [plaintiffs] to see into the future and realize that they will obtain judgment against Zykan, Zykan will flee the country and not pay the judgment, and therefore [plaintiffs] are going to have to investigate his property and transactions concerning his property to determine if any have been fraudulent, so that they can bring an action for fraudulent transfer of such property if such fraud is found, in order to finally fulfill their judgment. Such a scenario suggested by [defendants] is unreasonable.
The Zykans had moved to Belize. (Bueneman v. Zykan, supra, 181 S.W.3d at p. 108.)
“Further, the purpose of the recording laws in general is to establish a priority between innocent claimants to the same property, not to give security to the perpetrators of fraud as against their victims. [Citation.]” (Bueneman v. Zykan, supra, 181 S.W.3d at p. 111.)
Here, identically, the recordation of the 2001 deeds did not necessarily place Hu on notice of the fraudulent transfer. The trial court could properly find that it was reasonable for her to wait until she had recovered a judgment against Wang before investigating his assets and any previous transfers.
Separately and alternatively, under Cortez v. Vogt (1997) 52 Cal.App.4th 917, the limitations period was tolled while Hu’s lawsuit against Wang was pending.
In Cortez, in 1984, the plaintiff sued a corporation that later became known as VMC-Telecheck, Inc. (VMC). (Cortez v. Vogt, supra, 52 Cal.App.4th at p. 920.) In 1987, VMC made the alleged fraudulent transfer. (Id. at p. 921.) In 1989, the plaintiff obtained a judgment against VMC. (Id. at p. 922.) In 1993, the plaintiff filed suit to set aside the alleged fraudulent transfer. (Id. at p. 924.)
The court began by noting that the UFTA “permits, but does not require, a creditor to bring suit to set aside a fraudulent transfer before the claim has matured.” (Cortez v. Vogt, supra, 52 Cal.App.4th at p. 931.) “[T]he fact that the creditor may pursue the unmatured claim to judgment, followed by a suit to set aside the fraudulent transfer, suggests it would be inappropriate to begin the running of the limitations period for the fraudulent transfer action before the creditor choosing to pursue a judgment actually obtains the judgment.” (Ibid.) “If the limitations period on the fraudulent transfer action begins to run before final judgment in the underlying creditor action, the creditor may be required to file and prosecute both actions to protect against the expiration of the limitations period; if the creditor action is not successful the fraudulent transfer action will be dismissed or severed and will have resulted in needless effort and expense to both parties and the court.” (Id. at p. 932.)
The court also relied on Lind v. O.N. Johnson Co. (1938) 204 Minn. 30 [282 N.W. 661, 666]: “Lind held a six-year statute of limitations did not bar the use of the [Uniform Fraudulent Conveyance A]ct to set aside a transfer that occurred nine years earlier in June 1928, where the creditor brought the underlying action in November 1928 establishing the debtor’s liability to the creditor by a judgment entered in 1932. In 1937 the creditor brought the action to set aside the transfer as a fraudulent conveyance. [Citation.]” (Cortez v. Vogt, supra, 52 Cal.App.4th at p. 935, fns. omitted.) It noted, “[T]he remedies under the UFTA are a carryover of the remedies of the Uniform Fraudulent Conveyance Act.” (Id. at p. 934, fn. omitted.)
Thus, the Cortez court concluded that “where an alleged fraudulent transfer occurs while an action seeking to establish the underlying liability is pending, and where a judgment establishing the liability later becomes final, we construe the four-year limitation period... to accommodate a tolling until the underlying liability becomes fixed by a final judgment.” (Cortez v. Vogt, supra, 52 Cal.App.4th at p. 920; see also id. at p. 937.)
The only even arguable distinction between Cortez and this case is that here the relevant fraudulent transfer the 2001 deeds occurred before any action to establish the underlying liability was pending. Nevertheless, the reasoning of Cortez applies. Moreover, in Lind, on which Cortez relied, the fraudulent transfer occurred before the underlying lawsuit was filed.
At oral argument, defendants argued for the first time that Cortez was wrongly decided. This argument was forfeited. “‘We need not consider an argument not mentioned in the briefs and raised for the first time at oral argument. [Citation.]’ [Citations.]” (McCarty v. Department of Transportation (2008) 164 Cal.App.4th 955, 986, fn. 11 [Fourth Dist., Div. Two].) In any event, we would be reluctant to question Cortez, as it has stood as the only California case on point for over 10 years; Hu and others have become entitled to postpone suit in reliance on it. (See People v. Cuevas (1995) 12 Cal.4th 252, 270 [“A central factor in the stare decisis analysis is whether there are private or legislative reliance interests that have sprung up in dependence on the existing rule and, if so, the costs that would result to those interests if the rule were changed.”].)
Accordingly, here, the four-year statute of limitations started to run on August 15, 2001, when the deeds were recorded. (Civ. Code, § 3439.06, subd. (a)(1).) However, it was tolled from April 30, 2004, when Hu filed suit, through September 12, 2005, when Hu obtained a judgment. As a result, on October 19, 2005, when Hu filed this action, the statute had not yet run.
We therefore conclude that the trial court was not required to find that this action was barred, either as a whole or with respect to the 2001 deeds, by the statute of limitations.
IV
THE PROPRIETY OF SETTING ASIDE ALL FIVE TRUST DEEDS
Defendants contend that the trial court erred by setting aside all of the trust deeds. They forfeited this contention by failing to raise it below, but it also lacks merit.
As defendants note, the trial court could set aside the transfers “to the extent necessary to satisfy the creditor’s claim.” (Civ. Code, § 3439.07, subd. (a)(1).) Accordingly, in its judgment, it ordered all of the trust deeds “set aside to the extent of allowing plaintiff to recover her... judgment....” This comported with the statute.
It must be remembered that, while five trust deeds are involved, there are only two properties. For Hu to recover against just one of the Locust properties, all of the fraudulent trust deeds encumbering that property must be set aside. And there is no guarantee that setting aside the trust deeds as to either one of the properties would permit Hu to satisfy her judgment in full. Accordingly, the trial court did not err.
V
DISPOSITION
The judgment is affirmed. Hu is awarded costs on appeal against defendants.
We concur: RAMIREZ P. J. MILLER J.