On appeal, UCB waived any claim it may have had against Hameeda. With regard to whether the sale of the blanking machine was commercially reasonable, the court applied the factors set forth in Mussetter v.. Lyke, 10 F.Supp.2d 944, 964 (N.D.Ill.1998) (applying California law), to conclude that it was not. With regard to the manner in which the machine was sold, the court found the sale was insufficiently advertised prior to the sale, which weighed heavily in favor of a conclusion that the sale was not commercially reasonable.

See, e.g., In re Main, Inc., Debtor, 1999 WL 689715, *6 n. 7 (E.D. Pa. 1999) (concluding that "the difference between the value of Main's assets and the value of Lift's liens would be property of the debtor subject to avoidance under the [UFTA]," because it was not excluded from the definition of an "asset"); Mussetter v. Lyke, 10 F. Supp.2d 944, 958-59 (N.D. Ill. 1998) ("Uniform case law confirms the self-evident proposition that the unencumbered portion of a debtor's property is an `asset' for UFTA purposes ( see, e.g., Ransier v. McFarland (In re McFarland), 170 B.R. 613, 622-23 (Bankr. S.D. Ohio 1994); Rich v. Rich, 185 W. Va. 148, 405 S.E.2d 858, 861 (1991))."); National Loan Investors, L.P. v. World Properties, L.L.C., 830 A.2d 1178, 1183 (Conn.App.Ct. 2003) (property was an "asset" to the extent that the value of the property, $14.5 million, exceeded the valid lien of $5.2 million); Preferred Funding, Inc. v. Jackson, 61 P.3d 939, 942 (Or.Ct.App. 2003) ("[O]nly `equity in excess of the amount of the encumbering lien(s) is an "asset" under UFTA.'") (quoting Oregon Account Systems, Inc. v. Greer, 996 P.2d 1025 (Or.Ct.App. 2000)); Telephone Equip. Network, Inc. v. TA/Westchase Place, Ltd., 80S.W.3d 601, 610 n. 6 (Tex.Ct.App. 2002) (stating, "[U]nder the plain language of the UFTA, the value of Southwest's property in excess of TEN's lien encumber

The WUFTA would apply to any remaining equity in Wholesale's inventory and FFE. See, e.g., Webster Indus., Inc. v. Northwood Doors, Inc., 320 F. Supp. 2d 821, 837 (N.D. Iowa 2004) (quoting Mussetter v. Lyke, 10 F. Supp. 2d 944, 958-59 (N.D. Ill. 1998) ("Uniform case law confirms the self-evident proposition that the unencumbered portion of a debtor's property is an 'asset' for UFTA purposes.")). Sportsman fails to explain why Wholesale's inventory would be encumbered beyond, at a maximum, the $25.6 million loan that Wholesale drew from the line of credit.

An asset can be the subject of a fraudulent transfer to the extent that the debtor retains equity in it. See Multi-Grinding, 2004 WL 1335813, at *5 n.3 (noting that "[p]roperty of a debtor is an asset to the extent it is not encumbered by a valid lien."); Mussetter v. Lyke, 10 F. Supp. 2d 944, 958-59 (N.D. Ill. 1998) ("Uniform case law confirms the self-evident proposition that the unencumbered portion of a debtor's property is an 'asset' for UFTA purposes.") . Plaintiff contends that Rocketsports maintained equity in its assets despite the liens because Rocketsports was over-secured.

Serrato, 214 B.R. at 229-31 (applying badges of fraud under California Civil Code § 3439.04(a)); Mussetter v. Lyke, 10 F. Supp.2d 944, 959-63 (N.D.Ill. 1998) (same; applying California law). 13. Eleven such "badges of fraud" are described in the legislative committee comment of California Civil Code § 3439.04(a):

1983); Sheffield Progressive, Inc. v. Kingston Tool Co., 10 Mass. App. Ct. 47, 405 N.E.2d 985, 987 (1980); accord, analysis in United States v. Shepherd, 834 F. Supp. 175 (N.D.Tex.1993), though that decision was later reversed for lack of federal jurisdiction to overturn a state forfeiture, 23 F.3d 923 (5th Cir.1994)).Mussetter v. Lyke, 10 F. Supp. 2d 944, 959 (N.D. Ill. 1998), aff'd, 202 F.3d 274 (7th Cir. 1999)(applying California Fraudulent Transfer Act to collusive foreclosure sale). At this point in time, the Court need not decide whether the transaction in the sale of the PWB loans and trust deeds was equivalent to a deed in lieu of foreclosure because Massoud was the middleman, effectively having his brother-in-law buy them on behalf of him and his brother.

See, e.g., Microbiological Research Corp. v. Mona, 625 P.2d 690, 695 (Utah 1981) ("where a transaction has its inception while the fiduciary relationship is in existence, an employee cannot by resigning and not disclosing all he knows about the negotiations, subsequently continue and consummate the transaction in a manner in violation of his fiduciary duties"); Dowell v. Bitner, 652 N.E.2d 1372, 1379-80 (Ill. App. 4th Dist. 1995) ("The resignation of an officer will not sever liability for transactions completed after termination of the officer's association with the corporation for transactions which (1) began during the existence of the relationship, or (2) were founded on information acquired during the relationship."); Mussetter v. Lyke, 10 F. Supp. 2d 944, 964 (N.D. Ill. 1998) (chairman of board of directors did not effectively insulate himself from breach of fiduciary duty by resigning when resignation was offered in direct contemplation of an already-planned transaction to divest corporation of its assets); Florida Discount Properties, Inc. v. Windermere Condominium, Inc., 786 So. 2d 1271 (Fla. 4th DCA 2001). In Florida Discount Properties, two directors of the condominium association's board of directors negotiated, while serving as directors, to purchase certain common area property owned by the association and a recreational facilities lease associated with that property.

The Court limited its holding to properly conducted foreclosure sales, and the Court concluded that any material irregularity will deprive the foreclosure sale price of its conclusive force.See id. at 545-46; see also In re Main, Inc., No. 96-19098, slip op. at 13-14 (Bankr. E.D. Pa. Nov. 4, 1998) ( 1998 WL 778017), aff'd, No. 98-6460, slip op. (E.D. Pa. Sept. 3, 1999) ( 1999 WL 689715) (holding that BFP does not support the blind validation of a sale tainted with numerous defects); Mussetter v. Lyke, 10 F. Supp. 2d 944, 959 (N.D. Ill. 1998) ("It is equally self-evident that a collusive foreclosure sale may be set aside as involving a fraudulent transfer."). Pursuant to N.C. Gen. Stat. § 45-21.16, a notice of hearing must be served upon each party entitled to notice, including any person obligated to repay the indebtedness and every record owner of the real estate.

In re C.F. Foods, L.P., 280 B.R. 103, 113-15 (Bankr. E.D. Pa. 2002);see In re Kartman, 354 B.R. 70, 79 (Bankr. W.D. Pa. 2006); In re Dawley, 2005 WL 2077074, at *13-*14 (Bankr. E.D. Pa. 2005). If so, for purposes of summary judgment, it would be the trustee who must establish that, at trial, he will prove that the Spitkos did not receive reasonably equivalent value for their payments to HSH. No Pennsylvania appellate court has considered whether rulings under the repealed Pennsylvania Uniform Fraudulent Conveyances Act, holding that the evidentiary burden can shift to the transferee/defendant, were incorporated or altered by PUFTA.Compare Mussetter v. Lyke, 10 F. Supp. 2d 944, 961-62 (N.D. Ill. 1998) (California decisions under the Uniform Fraudulent Conveyance Act, shifting the evidentiary burden to transferees to demonstrate reasonably equivalent value, remain valid California law under the Uniform Fraudulent Transfer Act). In this proceeding, however, I need not resolve that issue in order to adjudicate the present summary judgment motion.

, In re Consolidated Pioneer Mortg. Entities, 211 B.R. 704, 717-18 (S.D.Cal. 1997) (construing Section 548 to include a diminution of the estate factor); aff'd in part, 166 F.3d 342 (9th Cir. 1999) (affirming judgment that no fraudulent transfer occurred on alternative ground that transferee was fully secured so that transfer did not deplete debtor's estate). The TRUSTEE is between a rock and a hard place on this issue. If the Transferred Assets were owned by PACKAGING, they are not property of the estate and the TRUSTEE has no claim whether or not Bank One had a lien. If the Transferred Assets were owned by the DEBTOR, then there is no dispute that they were encumbered by Bank One's lien. If the value of the assets exceeds the lien amount, however, the unencumbered portion is an "asset" for UFTA purposes. Webster Industries, Inc. v. Northwood Doors, Inc., 320 F.Supp.2d 821, 837 (N.D.Iowa 2004); Mussetter v. Lyke, 10 F.Supp.2d 944, 958-59 (N.D.Ill. 1998) (applying California law); In re McFarland, 170 B.R. 613, 622-23 (Bankr.S.D.Ohio 1994). On the other hand, if the lien amount exceeds the asset value at the time of the transfer, no "assets" were transferred and no claim under the UFTA is viable.