Because the transaction involved a foreclosure by BayBank on Continental's assets, the plaintiffs would also have to show that Continental colluded with BayBank in effecting the transfer. See Sheffield Progressive, Inc. v. Kingston Tool Co., 10 Mass. App. Ct. 47, 49, 405 N.E.2d 985 (1980). A transaction could fit within this category even if it was technically insolvent before the transaction if the sale was without fair consideration and had the effect of further diminishing the assets available to creditors.

See Steel Co. v. Morgan Marshall Indus., Inc., 278 Ill.App.3d 241, 250–252, 214 Ill.Dec. 1029, 662 N.E.2d 595 (1996) (although no dispute that art. 9 of Uniform Commercial Code was complied with, genuine issue of material fact remained whether transfers made with actual intent to defraud). Cf. Sheffield Progressive, Inc. v. Kingston Tool Co., 10 Mass.App.Ct. 47, 50, 405 N.E.2d 985 (1980), quoting 1B Coogan, Hogan, & Vagts, Secured Transactions Under the Uniform Commercial Code § 13.07(1), at 1381 (1980) (“Clearly, article 9 does not replace the Uniform Fraudulent Conveyance Act”). Cases decided before the enactment of the UFTA in Massachusetts have stated that when a debtor has paid one creditor over another, even when the payment comprised substantially all of the debtor's assets, this fact by itself is insufficient to establish an intent to hinder, delay, or defraud.