[brief] RESPONDENTS’ ARGUMENT THAT APPELLANT FAILED TO STATE A CLAIM FOR EQUITABLE ESTOPPEL AND UNJUST ENRICHMENT IS WITHOUT MERIT.  Respondent argues that Appellant failed to make its claims for equitable estoppel and unjust enrichment because Appellant failed to show that Respondents “knew or should have known that making the mortgage payments using the [...] business’ bank account would lead to a future bank preference action. ”  They excuse [...]’s conduct because he was a layperson who was essentially ignorant that paying his personal mortgage debt with company funds was fraudulent, and ignorant of his company’s financial condition.  Rather than taking responsibility for his own actions, [...] attempts to shift the blame to Appellant for accepting the payments.  They further claim that [...] received no benefit from this fraudulent conduct.  The facts are that had [...] paid [...] a salary instead of making the mortgage payments directly, the salary payments would have been reportable taxable personal income to [...].  [...] reaped the benefit of reporting a lower income than would otherwise have been reportable had the mortgage payments been paid as salary to him.  Furthermore, David [...] is not a layperson but a businessman and the sole shareholder of his corporation, [...], Inc.  He personally authorized the payments to be made to [...] from his business account with full knowledge that the mortgage was his individual obligation.  Respondent does not deny that [...]’s Chapter 7 Bankruptcy Petition was filed a mere three days after the mortgage was cancelled (Pa20).  Clearly, [...] as CEO and Chief Financial Officer of [...], Inc., knew or should have known well before the mortgage was cancelled that his company was in financial difficulty and that a bankruptcy filing was imminent and, therefore, not unforeseen.  Any attempt to shift the blame to [...] for accepting the payments should be disregarded.  The payments were accepted in the mistaken belief that the payments were valid.  The mortgage was cancelled by [...] under the mistaken belief that the payments made by [...] were authorized.  Had [...] known the payments were fraudulently made, credit would not have been given and the mortgage would never have been cancelled.  This argument is central to all contentions made by [...] and was argued in the court below (Da004), contrary to respondent’s contentions.  Db18.  As argued in Appellant’s main Brief, to require a lender to compare each payment check or electronic transfer received with the name of each borrower would place an impossible burden on the lending industry and would be contrary to standard lending procedure.  There is no disputing that if Respondent is not required to make restitution to [...] of the $60,000 of mortgage payments that [...] was required to pay to the Bankruptcy Trustee, [...] will receive a windfall of $60,000 and [...] will incur a loss of $60,000.  That $60,000 windfall constitutes unjust enrichment to [...].  The issue here, simply stated, is whether, under the facts of this dispute, [...] owes [...] the money that was clawed back by the Bankruptcy Court.  If so, [...] is obligated to make restitution to [...].