and i know that the court has read it and i would actually then like to talk about something that's not in the briefs that i kind of realized when i was preparing for this argument so the creditor has the burden of proving but in this case your honor the bankruptcy or relied on i'm i'm asking a simple question is it up or a five hundred and seventy evidence standard that standard that is in both places yes but it doesn't i mean if it's a matter of you're either a fifty percent point want or not what's the difference the issue here is  bankruptcy court or relied on and it could only rely on this one finding of this bone they did not know that he acted in fact that was there was no finding of so the transfer really has to prove in order to avoid having the transfer avoided a transfer fee that he took the transfer in good faith and for sufficient yes good faith again this is under title forty four under the arizona statutes and arizona cases described good faith in a couple of different ways but they're  is a reasonable person under these circumstances have notice of something off about this transaction what a reasonable woman of reasonable intelligence have understood that there was something about this transaction there's nothing about that started or uptick there's nothing about that because conceptually different from the affirmative case people don't regularly admit yeah i intended to defraud somebody so we're looking at inference is are there way right that's the point i mean it's a differential inquiry one way or the other whether you're talking about the transfer or or whether you're talking about a particular transfer and your right to prevail against a particular transferee the a good fit if defense and i'm you know was assertive here so you know there was it was available to the transferee and it was unsuccessful right so she did not convince the state court that she acted in good faith correct  operated to on it for the purpose of protecting those assets from creditors that's a finding of of this barnet participation she constructed the s together with someone else and she did it to move assets away from creditors why isn't that something that the bankruptcy court could rely on as having  that that statement sure it's a factual finding that could be relied on but it doesn't say and it's instructive the scene people construct steams all the time but remember there has to be a specific finding of actual intent and you know i should point out the state court didn't make findings of intent so it's not like the state court didn't know how to make a finding of actual intent it made those findings as to  paragraph fifty seven the transfer of the management interest was made with the intent to hinder delay or defraud creditors so the transfer which was made by go mess a was made with actual intent but there is no finding in a twelve page minute entry that ms monet excepted the transfers with intent so the if so is that you know i'm trying to figure out what would be try whether she received them with the intent to carry out to ski well that's correct and you know there was not in evidence in the hearing so this court remember is not being asked to determine its charge ability or nondestructive billing i'm good ok so i've been trying to figure out if we sent it back one of the things we will have to do or should do is to the transferee participated in a scheme that had the effect of keeping certain assets from certain creditors and yet you think at the same time there's room there to argue that she didn't take them with been essential to the prior determination so let's assume that and the state court did not make a finding of actual intent by there's been a but let's assume it did it would not have been several witnesses including the transfer or and the trains for re and other bridges of the us in this scheme to transfer so there was in fact four days of trial this isn't just a summary judgment this is based on four days of trial and fourteen pages of or whatever it is of findings of fact by a state court judge that sat there and listened to these witnesses just like you guys are trial judges you had a trial judge that listened to these witnesses and made these  fine i'm going to skip skip over some of the preliminaries and go right to the heart of it in the heart of it is this the getting this and why is this incorrect the actual content was found and what we need to look at is when you're dealing with  the determination of actual fraud in a fraudulent transfer contacts particularly when you're dealing with the recent unit of fraudulent transfer the case of the word is clear that there are at least two ways to demonstrate the requisite fraudulent intent on the part of the recipient over to reflect a transfer to make a finding of actual fraud under five hundred and twenty three a too the st is by the recipient acceptance of a transfer that she knew was made with the purpose of hindering the transfer transfer or creditors and that's from the last in case the st circuit lost in case where a daughter knowing leave received and accepted incurred through knowing and intentional receipt of fraudulent conveyance there's a similar case this resume ask you to go and you know that there's an interesting point here because i think we understand r to the extent her state of mind was at issue if she had the burden of proof so if it was five thousand and fifty dollars she lost here your client has the burden of proof and this frankly in my opinion is dispositive and that's the provision judge of and paragraph twenty five that you just pointed out where the state court expressly found that doing this and bona a constructed a scheme to transfer assets away from the businesses for the purpose of protecting those assets from creditors that judge it by itself in my opinion is sufficient to satisfy that burden but there's other stuff too i can tell you one sack or even i'm on the same page with about something i agree that you know this you could be one of the fifty yard line here is complicated but i think i mean let's play a forward just a little bit and you're right that you begin with the question about the transformers intent right because without that you don't you don't have a meat case but then there stop me real quick i'm not sure that that's really an affirmative defense i don't think case authority says that and i know that dissent wife says that but if you look at the actual statute i don't know that the good faith aspect of forty gosh i've heard all this does money i like all of you i can't make up my mind to transfer you with your burden you didn't carry it so it's too bad you lose this is way more than that you would tell me right i mean this is a finding of participation that is absolutely correct this is a finding of participation and not only that judge but i don't think that miss n y c has presented any case of the wording to you that says that the person that had the burden of proof in the choir trial if there is a different person that has the burden of if you lose here but if you have the burden someplace else you will hear it but if you have the burden in the next court that looks at it you're going to lose i i'm i'm intrigued with that and i agree there's no case law but it seems analogous to findings that this was not a five thousand and fifty issue you can tell by the findings that this was that the judge was clearly convinced that she participated in this fraud that's the st thing and the nd thing is i do want to make sure that i ask a question about that i'm sorry to interrupt you again well tim is sound wise is going how come there aren't a whole lot more findings about that there's a finding i mean it's a finding but it's pretty darn conclusory and there are i mean isn't it seem to be a whole lot more detail oriented but this one seems to kind of just say something and move away so you know it can you are mark on the fact that it's one finding and you could characterize it as a little bit conclusory i just agree that is just one finding judge and that's it and here's where there's more finding this in ways that there's a whole bunch of findings in the findings and conclusions that talk about the transfers being made with the intent to hinder delay or defraud creditors and she says well the judge doesn't had a significant impact upon their business dealings and here's where it's important and there are intentions underlying the transfers alleged in this lawsuit at the very beginning of this rather lengthy decision and findings of fact the state court is stablished that his rulings with respect to the intentions regarding the underlying transfers alleged in this lawsuit is both b there in general i think ellen had followed that through because i think it's and why only that can you articulate for us why that joint determination of joint what do you have to look at as triers of fact when you look at you look at these badges of fraud and started forty four days one thousand and four b has a whole laundry list of the badges of fraud but those are not exclusive and you'll see  which call for an explanation they are the signs or the marks of fraud they do not themselves per se constitute fraud but they have a tendency to show the existence of fraud and i could go on but but basically there's a whole bunch of different facts that you can among those badges the fraud are the role in relationship that goodness them both and they had together own ways active participation in the quote scheme to transfer the assets away from the judgment debtors of for the purpose of protecting those assets her participation and also fifteen to try and manufacture false obligations to justify those false transfer and her bad faith those are all bad project transfers occur in fact if you think about it if you read through these findings could goodness have pulled this off without her participation without her participation in this fraud could he have really pulled this off are properly under consideration when you're looking at the edge of the floor so there's two places now where the bone maze specific participation in this fraud were necessary for the ultimate conclusion that these fraudulent transfers were made with the intent to hinder delay and a fraud the st is with respect to the fact of the fraud and the nd is with respect to that good faith of fraud under a state statute when we are talking about bankruptcy is hard five hundred and twenty three dollars there is nothing that can be inferred properly from a personal relationship that would lead to actual intent and remember the reason that you go to trial the reason you don't go for a summary judgment is because exactly what mr r and in this case it would be as to this specific issue which is a required element under five hundred and twenty three well let me stop you and ask you a very specific question going back to finding number twenty five if we determine that finding number twenty five that she was that she constructed the scheme to transfer assets to herself  i think we all know as lawyers of asset protection lawyers people you know debtors go to a lawyer and they pay the lawyer to construct a perfectly legal steam to protect their assets if that was that if that would have been a defense in the arizona state court isn't isn't it too late to talk about four feet because if the issue of ms bone ase in and was not ok look at it this way under this set of statutes under title forty four the intent of the transfer doesn't even appear in any of these statutes so it was not in the sensual finding and in fact it was not a finding the state court did not make a finding as to ms boney's intent and it showed it could have made such a finding if you look at conclusion one and you read it very carefully it's certainly knew how to