total of eight decisions which provide which hold the both good faith and adequacy or proportionality of exchange are required in order to show fair consideration here it's an admitted it's in the record at pages seven hundred ninety seven ninety one that mice you see they took this mortgage knowing that the transfer or the mortgage the the mortgage or was violating its contractual promises that would only give a mortgage to the noffs it's admitted this is bad faith this is but similar cases dressed these issues for example in page twelve of our apply price of fraudulent conveyance that we're talking about the three hundred thousand we're talking at the only about three hundred thousand dollars portion but so doesn't that boil down to whether or not this was a flat fee or whether or not it was not it was not a flat fee but and if it wasn't a flat fee if it was based upon work that was going to be done and was recently anticipated and in fact the work was that that was done was more than the three hundred thousand it said it is if it is what it is analogous and legally the equivalent of a flat fee because a mortgage lien accrues immediately to think that that there were or if they had worked up to the three hundred thousand during reason to think that the balance would not have been returned i'm sorry to hear i didn't hear the last part of the story reason to think the balance would not have been returned if they hadn't earned the three up to the three hun this is a this is address of for example if if course it didn't come to pass because if the liquidation of sorry if the liquidate if the liquidated amount of the debt is less than the mortgage sure it may come back to the transfer or but doesn't necessarily come back to the transfer or the creditor can't force the transfer or to take it back and this is why we fight this is dressed in the carlson treat a lawyer takes a million dollar mortgage in exchange for promising to write a notice of appeal spend three hours writes a notice of appeal obviously the amount of securities the amount of advances are far less than the amount of the mortgage lien that's already accrued under fee of iran to but the creditor can't compel the the transfer or to get that remaining nine hundred ninety nine thousand dollars back if if and that's exactly why and this is implicit in a lot of a lot of what's held in a speech refreshing and it's explicit in these karl carlson articles and it's absolutely the logic behind all these cases all these cases we cite about the mortgage lien accruing in the full amount and a full face amount of the of the mortgage but your argument is your case is that there has been a not just a conveyance but a project one conveyance which requires an element of bad faith so how can you have the element of bad faith necessary to underpin a fraudulent conveyance if in the situation here the amounts had not been spent and might never be spent that therefore there may have been a conveyance but not faith here the trance or e knew that the transfer or was violating its contractual obligations to my client's not to mortgage property the anybody else so if you look at the motorola decision at page twelve of our reply brief this is one of many decisions we cite knowledge of any fact sufficient to put the transferee on inquiry notice as to the existence of some right or title in acknowledged that we had that right when before or after this transaction that you you're challenging was done to the the right came into existence in two thousand and six the transfer took place in our reply brief this is an argument was made below is made several times it's not correct appeal of the claim with support of the us of pendency is not legally significant nevertheless it further states same decision to silvio under well established common law principles a purchaser real property is bound by bound by the consequences of a lawsuit of which he has actual knowledge or hearing the lease payments was lifted before the transaction was entered into that would seem to indicate a court view that your claim on this property is subject to legitimate question research three responses the point i'm talking about now that doesn't appear that point doesn't apply where a party has actual knowledge of the of the claim and and by stealing it actual knowledge or constructive trust play second wholly separate apart from that you don't need a list penance to show bad faith or even a claim to show bad fa where there is an end a seed and contractual right that the transferee is aware of and takes to press we're where is that three hundred thousand dollars now what's the status of it my sister has collected that money and and and and it's normal rates with respect to transactions that it identified as work that it was under things that you do it through and there's this escrow escrow account right you dress them at the time of the transfer is it three hundred thousand dollars in escrow or has it been paid or both and explained how that case has been it has been transferred along with other money of the fall in tangled history so i'd like to know standing there right now what's the answer my friend said it before i'll say it again it was nicer has been paid that money it has received it now you have what you just got a judgment of eight million dollars right against december conference in this case the pre motion conference of the district called court hell mr barry was very clear this is record eighty four eighty four our claim is based on what i told you earlier this is a flat fee and violates the teachings of the h p each decision in the second circuit claim is based on the legal theory that this is a flat fee given by an insolvent and therefore it violates  to be frank frank second circuit decision teaching and a little bit later in that conference record eighty four eighty six mr barry says there were errors in the bill and statements they do not amount to an amount that would have an impact in a favorable way for us to show clearly the amount of work done for future services exceeds three hundred thousand mr barry's words we couldn't possibly contest that good faith so we go through discovery i am deposed all the documents including to retain a letter the note the mortgage are produced other relevant documents and we make a summary judgment motion summary judgment motion argues this theory this h b e we say that and this is in the record at a one thirty seven the mortgage and a one forty eight the note both have the two words up to up to because the way the obligation was structured is two hundred seventy five thousand was for past two services which mr berry did not and still does not dispute was a valid antecedent debt and as the three hundred thousand to get to the questions of fact you were asking your honor the three hundred thousand had my client essentially not cheated me out of this arrangement and surreptitiously conducted the sale mr barry knew about it i did not the two seventy five would have been paid and the three hundred thousand would have gone into my old escrow account and i would have rendered bills for the described services on an hourly basis that my normally only rates those bills pick a little bit at the word hole because i was awarded significantly more in the but i was paid to mention you here as well but that's not to mention i have probably four hundred thousand dollars a time in this case which was not in that award but but happened to the rest of the money i mean this house was the song for five hundred seventy five thousand dollars no sir it was sold for approximately three million i don't know what happened to the money i didn't get it what happened so you're clear your honor is when it sold and i think february twenty sixteen without my knowledge mr sanford was able to get a title company to take an escrow six hundred fifty thousand dollars and omit mine mortgage as an exception in the title policy essentially insuring over my mortgage the buyer and the buyers mortgage company if he had one then close title i subsequently learned however i learned i don't even recall any longer about the sale and mr barry had threatened the title company with with legal replications but eventually what happened is you know is you know the list pendens were all cancelled and if i may moving back the lease pendants may have been cancelled but you knew that there was an undertaking to mortgage that property so that's what i was about to get to in the first instance and in the first instance the lease pendants was cancelled due to one for another property one for this property because the courts of new york had assessed that there was not a valid claim against the property the courts of new york the trial court and the appellate division had to set because the nots of the ones who came up with the money to buy the prop they they lent money to to buy the property as i understand they did lend money to buy the property but the but the  division of new york determined that what mr that what the knobs had was a claim for nonpayment of a loan that that was redrawn simple by money damages and that money damages were adequate as secured by the property and were not secured by the property now i will tell you and it is interesting perhaps not so much but but the and what he call for the list pendants claimed the list pendants claim was it was the imposition of a constructive trust which was based on an alleged promise that mr sanford was the nominee holding title to  disappointment for the benefit he never said that he owned it sanford owned it and promised not to encumber it so he never asserted there were many different things said in these five agreements there were many things that were not the subject of any claims and there were some provisions that were the subject of claims so this goes now to this bad faith element so what he's done is he started his in this case saying i got a flat fee it was disproportionate to the work and therefore under h b is differential conveyance the evidence completely shattered that theory and then he changed his theory pivoted and sat up but maybe even if that is true and it was all uniform fraudulent conveyance act is not it's an active participation in the fraud like the sardis case where the son knew about an elaborate asset planning scheme and got an apartment for a dollar it would not be bad faith even if i knew about a disputed contractual provision especially in the face of the cancellation of the list pendants which is essentially a court's decision that that there isn't a claim against the property and then is relegated to a money damages claim a preference a a a debtors decision to prefer one creditor over another with knowledge of the creditor that's preferred is not bad faith for the purposes of the uniform for conveyance act the law is very clear on that so there was no bad faith and in any event and any yes you do more than enough i'm sorry what what what i'm saying is that if that had happened and the three hundred thousand had been my asco and i stopped rendering services santa didn't approve a bill he would have been in great shape he would have sort of restraining notice of some sort against my escrow i wouldn't have distributed the money in the face of a restraint so i don't understand this argument that it's a present lien it's up to the bills have to be approved there's been an admission by mr barry for the knops that i read more than three hundred thousand dollars of services there's been a finding by an author trader that i rented way more than that in services so i just don't see there's any viable claim for  convenience here and i think the decision should be very briefly with respect to whether the knopf still have a claim for constructive trust which is a claim to impose a title or claim to impose an economic mortgage here's what judge code herself said moreover but again that is not a safe harbor for us it's not a safe harbor for everybody if if the claim underlying list penances dismissed the list tenants false then somebody who just knows about the all carve out an exception for people with actual knowledge of underlying claims this penance is constructive notice this is actual notice again i don't need to repeat the section of the of the the case i just read with respect to whether i misspoke about when i said this is analogous to a flat fee well i don't think we should be bound by comments i make when i don't even know what the motions going to be but in any event here's what the state legislature says also the indebtedness created by future advances there under whether such advances were obligatory or made at the option of the lender or otherwise to the extent same extent and with the same priority of lien as if such future advances had been made at the time the mortgage was recorded that means that for a five hundred seventy five thousand dollar mortgage and identically the fee of avante is up to whatever the number was there up to case th the stated amount that is the amount of the lien the amount of the transfer the amount of the security interest d c l section two seventy two addresses specifically addresses security interest it's not the legislation that's the judgment the court of appeals the contrary to u c c certain liens which to which the parties can agree to whatever they want to agree the mortgage impairs the asset