IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 13-11305

RALPH S. JANVEY, In His Capacity as Court Appointed Receiver for the 

Stanford International Bank Limited, et al; OFFICIAL STANFORD 

INVESTORS COMMITTEE, 

 Plaintiffs – Appellants;

v.

THE GOLF CHANNEL, INCORPORATED; TGC, L.L.C., doing business as 

Golf Channel, 

 Defendants – Appellees.

Appeal from the United States District Court 

for the Northern District of Texas

Before ELROD and SOUTHWICK, Circuit Judges.*

PER CURIAM:

Stanford International Bank, Limited paid $5.9 million to The Golf 

Channel, Inc., in exchange for a range of advertising services aimed at 

recruiting additional investors into Stanford’s multi-billion dollar Ponzi

scheme.1 After the scheme was uncovered by the SEC and the district court 

seized Stanford’s assets, the court-appointed receiver filed suit under the 

 

* This opinion is being entered by a quorum of this court. 28 U.S.C. § 46(d).

1 The factual background of this case is laid out in more detail in our two previous 

opinions. See Janvey v. Golf Channel, Inc. (Golf Channel II), 792 F.3d 539 (5th Cir. 2015), 

vacating Janvey v. Golf Channel, Inc. (Golf Channel I), 780 F.3d 641 (5th Cir. 2015).

United States Court of Appeals

Fifth Circuit

FILED

August 22, 2016

Lyle W. Cayce

Clerk

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Texas Uniform Fraudulent Transfer Act (TUFTA) to recover the $5.9 million 

paid to Golf Channel. The district court granted Golf Channel’s motion for 

summary judgment, having determined that although Stanford’s payments 

were fraudulent transfers under TUFTA, Tex. Bus. & Com. Code 

§ 24.005(a)(1), Golf Channel had established the affirmative defense that it

received the payments “in good faith and for a reasonably equivalent value,”

id. § 24.009(a). 

We initially reversed the district court’s judgment, reasoning based on 

the text of TUFTA, the comments in the Uniform Fraudulent Transfer Act 

(UFTA), and our binding precedent that the payments to Golf Channel were 

not for “value” because Golf Channel’s advertising services could only have 

depleted the value of the Stanford estate and thus did not benefit Stanford’s 

creditors. Golf Channel I, 780 F.3d at 646; see Bus. & Com. § 24.004(a). 

Subsequently, in response to the view in Golf Channel’s petition for rehearing 

that the Supreme Court of Texas might not share our reading of TUFTA, we 

vacated our opinion in Golf Channel I and certified the following question to 

the Supreme Court of Texas: 

Considering the definition of “value” in section 24.004(a) of the 

Texas Business and Commerce Code, the definition of “reasonably 

equivalent value” in section 24.004(d) of the Texas Business and 

Commerce Code, and the comment in the Uniform Fraudulent 

Transfer Act stating that “value” is measured “from a creditor’s 

viewpoint,” what showing of “value” under TUFTA is sufficient for 

a transferee to prove the elements of the affirmative defense under 

section 24.009(a) of the Texas Business and Commerce Code?

Golf Channel II, 792 F.3d at 547. 

The Supreme Court of Texas has now answered the question. Janvey v. 

Golf Channel, Inc. (Golf Channel III), 487 S.W.3d 560 (Tex. 2016). Golf 

Channel III instructed that:

TUFTA’s “reasonably equivalent value” requirement can be 

satisfied with evidence that the transferee (1) fully performed 

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under a lawful, arm’s-length contract for fair market value, 

(2) provided consideration that had objective value at the time of 

the transaction, and (3) made the exchange in the ordinary course 

of the transferee’s business.

Id. at 564. As for determining whether consideration “had objective value at 

the time of the transaction,” Golf Channel III elaborated that the transfer must 

have “confer[red] some direct or indirect economic benefit to the debtor.” Id. 

at 574. The opinion clarified that the “value” inquiry under TUFTA does not 

depend on “whether the debtor was operating a Ponzi scheme or a legitimate 

enterprise,”2 so long as “the services would have been available to another 

buyer at market rates” had they not been purchased by the Ponzi scheme. Id.

at 581, 570. Golf Channel III noted that consideration—especially in the form 

of consumable goods or services—can have objective value “even if the 

consideration neither preserved the debtor’s estate nor generated an asset or 

benefit that could be levied to satisfy unsecured creditors.” Id. at 577. 

Applying these principles to this case, the Supreme Court of Texas

determined that “Golf Channel’s media-advertising services had objective 

value and utility from a reasonable creditor’s perspective at the time of the 

transaction, regardless of Stanford’s financial solvency at the time.” Id. at 

581–82. This was so, the court explained, because “had Stanford not purchased 

Golf Channel’s television air time, the services would have been available to 

another buyer at market rates.” Id. at 570. Accordingly, the transfer was for

“value” as viewed from the reasonable creditor’s perspective, even if the 

advertising services “only served to deplete Stanford’s assets” “[b]ecause 

 

2 The Supreme Court of Texas noted that “value” may not exist under TUFTA where 

the consideration itself is illegal and left open the possibility that the debtor’s status as a 

Ponzi scheme might impact whether the transferee took “in good faith.” Golf Channel III, 

487 S.W.3d at 581. Neither of those two points is disputed in this appeal. 

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acquiring new investors . . . ultimately extends the Ponzi scheme.” Id. at 578, 

582. 

The Supreme Court of Texas’s answer interprets the concept of “value” 

under TUFTA differently than we have understood “value” under other states’ 

fraudulent transfer laws and under section 548(c) the Bankruptcy Code. See 

Golf Channel III, 487 S.W.3d at 573 (“Uniformity is a stated objective of the 

statute, but TUFTA is unique among fraudulent-transfer laws because it 

provides a specific market-value definition of ‘reasonably equivalent value.’”). 

For example, applying Washington’s UFTA statute, we have held that services 

that furthered a Ponzi scheme were not for “value” as a matter of law because 

“[t]he primary consideration in analyzing the exchange of value for any 

transfer is the degree to which the transferor’s net worth is preserved.” 

Warfield v. Byron, 436 F.3d 551, 560 (5th Cir. 2006). Similarly, under section 

548(c) of the Bankruptcy Code, we have inquired whether the consideration 

provided in exchange for a transfer conferred a tangible economic benefit on 

the debtor, not whether the consideration (in that case, airplane fuel—a 

consumable good) had objective value in the abstract. Butler Aviation, Int’l, 

Inc. v. Whyte (In re Fairchild Aircraft Corp.), 6 F.3d 1119, 1125–27 (5th Cir. 

1993), abrogated on other grounds by In re Dunham, 110 F.3d 286, 288–89 (5th 

Cir. 1997); see also In re Randy, 189 B.R. 425, 441–42 (Bankr. N.D. Ill. 1995)

(holding, under section 548(c) of the Bankruptcy Code, that broker services 

provided to a Ponzi scheme had no value as a matter of law because recruiting 

new investors into the scheme “would only exacerbate the harm to the debtor’s 

creditors”).3 

 

3 In this case, “Golf Channel put forward no evidence that its advertising services 

preserved the value of Stanford’s estate” or otherwise economically benefitted Stanford’s 

creditors, even when examined at the time of the transaction. Golf Channel II, 792 F.3d at 

545.

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The binding effect of these prior decisions in their respective areas of law 

remains unaffected by Golf Channel III. Mercado v. Lynch, 823 F.3d 276, 279 

(5th Cir. 2016) (reciting the rule of orderliness). When interpreting a federal 

statute or a statute from a different state, “we are not bound by a state court’s 

interpretation of a similar—or even identical—state statute.” Johnson v. 

United States, 559 U.S. 133, 138 (2010). As for this case, the Supreme Court 

of Texas is the authoritative interpreter of TUFTA and we are bound by its 

answer to our certified question when applying that statute. We consequently 

AFFIRM the district court’s grant of summary judgment for Golf Channel.4

 

4 In their post-Golf Channel III brief to our court, the appellants seek judgment in 

favor of the Receiver on the ground that, before our court, Golf Channel forfeited any 

argument that the $5.9 million transfer satisfied an antecedent debt. See Golf Channel II, 

792 F.3d at 546 n.7. They characterize the Supreme Court of Texas as having held that a 

fraudulent transfer in exchange for services is for “value” only if it satisfied a valid antecedent 

debt. TUFTA provides that a transfer in exchange for which “an antecedent debt is secured 

or satisfied” is a transfer for “value,” Bus. & Com. § 24.004(a), and Golf Channel III 

referenced this provision in explaining why Golf Channel’s advertising services had “value,” 

487 S.W.3d at 575 n.82, 576, 582. However, the Supreme Court of Texas was clear that 

section 24.004(a)’s enumeration of transfers that are for value is “nonexclusive,” Golf Channel 

III, 487 S.W.3d at 574, and offered its antecedent-debt theory of “value” in this case only in 

the alternative, id. at 582 (“Moreover, as services were fully performed, each payment also

had value under TUFTA by extinguishing claims against the estate for the value of those 

services.” (emphasis added)). Golf Channel’s forfeiture of the point is therefore not fatal to 

its position. 

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