1 Jane H. Browning, individually and as Co-Independen t

Executrix of the Estate of William W. Browning, Jr., Deceased;

Michael G. Starnes, individually and as Co-Independent Executor of

the Estate of William W. Browning, Jr., Deceased, and as Trustee

for Katherine Louise Browning Cook, Averille Adams Browning Dawson,

William Webb Browning, II I, Winifred Fallon Browning Vaughn, and

Robert Holland Browning; Katherine Agnes Land Starnes,

individually; Katherine Louise Browning Cook, individually;

Averille Adams Browning Dawson, individually; William Webb

Browning, III, individually; Winifred Fallon Browning Vaughn,

individually; and Robert Holland Browning, individually.

IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

______________________

No. 91-1991

Summary Calendar

______________________

IN THE MATTER OF: PAT S. HOLLOWAY,

Debtor.

BROWNING INTERESTS,

Appellants,

versus

LINDA W. ALLISON,

Appellee.

___________________ _______________________________________________

Appeal from the United States District Court for the

Northern District of Texas

.................................

_________________________________________________________________ (March 23, 1992)

Before JOLLY, DAVIS, and SMITH, Circuit Judges.

E. GRADY JOLLY, Circuit Judge:

The Browning Intere sts 1 appeal from the district court's

judgment affirming the judgment of the bankruptcy court which-2-

refused to set aside as a fraudulent conveyance the transfer of a

security interest from the Debtor, Pat S. Holloway ("Holloway") to

one of his ex-wives, Linda W. Allison ("Allison"). Under a correct

application of the la w, the evidence can only support the

conclusion that Allison is an insider; therefore, the transfer of

the security interest is voidable as a fraudulent conveyance.

Accordingly, we reverse the judgment of the district court, vacate

the judgment of the bankruptcy court, and remand the case for entry

of judgment in favor of the Browning Interests in accordance with

this opinion.

I

Allison and Holloway were married to each other for twenty

years, from 1949 to 1969, and have three children in common. On

November 11, 1979, Holloway filed a Chapter 11 reorganization case,

which was converted to a Chapter 7 liquidation case in 1982.

Beginning January 5, 1984, and continuing through February 7, 1989,

Allison loaned him $326,337.05, initially without any collateral.

According to Allison, the loans were made "to provide for his

sustenance and living expenses in curred due to the financial

hardship brou ght upon Holloway by his lengthy bankruptcy

proceedings."

In 1986, Holloway obtained a judgment for approximately

$1,400,000 ("the HECI Judgm e nt") against the HECI Exploration

Company Employees' Profit Sharing Plan ("the Plan"). On February

5, 1987, Holloway executed a Collateral Assignment and Security-3-

Agreement in favor of Allison granting a security interest in the

HECI Judgment.

Because there were numerous claims to the proceeds of the HECI

Judgment, the Plan filed an adversary proceeding interpleading the

funds into the registry of the bankruptcy court. The claimants

initially included Holloway's second wife, Robbie Holloway, and the

Internal Reve nue Service. The Browning Interests, who hold a

$72,000,000 judgment against Holloway, also actively participated

in the proceedings before the bankruptcy court.

I n addition, Holloway made several unsuccessful attempts t o

obtain the funds. First, he attempted to have the bankruptcy court

disburse the funds to him in sat isfaction of his alleged pro se

attorney's fees. He then attempted to have the funds declared his

exempt property under Texas law. Next, he tried to have the funds

declared the community property of his marriage to his third and

current wife, Brenda Holloway, and to obtain enforcement of an

alleged partition agreement. Holloway later voluntarily dismissed

his claim based on the alleged partition agreement.

On February 27, 1989, the Government filed a motion for relief

from the automatic stay so that it could file tax liens and levy on

the funds in the registry of the bankruptcy court. On March 21 and

22, 198 9, Allison caused financing statements to be filed,

perfecting her se curity interest in the HECI Judgment. Although

Allison was aware of the claims of the Browning Interests and the

Government, as well as Holloway's efforts to obtain the funds, she-4-

made no effort to assert her claim to a portion of the funds until

she filed her Motion to Determine Status of Claim o n March 31,

1989. Shortly thereafter, Holloway, in his role as Trustee of his

children's trusts, asserted a claim t o $284,892.46 of the funds,

plus interest and attorney's fees, pursuant to an alleged security

agreement dated February 5, 1987, r ecorded on April 19, 1989,

securing loans allegedly made by the trusts to Holloway.

On May 8, 1989, the United States filed four Notices of

Federal Tax Liens against Holloway totaling $4,433,176.48.

II

The case was tried in bankruptcy court to determine the

validity and priority of Allison's claim to the proceeds of the

HECI Judgment. The bankruptcy court entered judgment in favor of

Allison in the amount of $364,346.47, plus additional interest and

attorney's fees, to be paid out of the funds on d eposit in the

registry of the court. The bankruptcy court's judgment was

affirmed by the district court. Disbursement of the funds was

stayed pending appeal. The Browning Interests and the Government

appealed from the district court's judg ment, but the Government

settled with Holloway and dismissed its appeal.

III

The Browning Interests contend that the collateral assignment

to Allison is avoidable as a fraudulent conveyance under Tex. Bus.

Com. Code Ann. § 24.006(b), and that the bankruptcy and district

courts erred in holding that Allison was not an "insider."2 Allison contends that the Browning Interests have not

satisfied their burden of proof under § 24,006(b) because they

introduced no evidence to prove their status as a present creditor

of Holloway whose claim arose before the transfer was made.

Allison made no s uch contention before the bankruptcy court, and

that court found that, with the exception of Allison's status as an

insider, all of the elements of § 24.006(b) were satisfied. It is

clear and undeniable from the record that the Browning Interests'

have a $72,000,000 judgment against Holloway and that their status

-5- The bankruptcy court's findings of fact "will not be set aside

unless clearly erroneous." M atter of Delta Towers, Ltd.

, 924 F.2d

74, 76 (5th Cir. 1991). However, "when a finding of fact is

premised on an improper legal standard, that finding loses the

insulation of the clearly erroneous rule." M atter of Fabricators,

Inc.

, 926 F.2d 1458, 1464 (5th Cir. 1991). "Conclusions of law, on

the other hand, are subject to plenary review on appeal." Id

.

Transfers made after September 1, 1987 are governed by the

Uniform Fraudulent Transfer Act, Tex. Bus. & Com. Code Ann.

§§ 24.001, e t seq

. (West 1987). The transfer at issue is

Holloway's granting of the security interest to Allison, which is

deeme d to have been made when it was filed of record so as to be

perfec ted. Tex. Bus. & Com. Code Ann. § 24.007(1)(B). Section

24.006(b) provides:

A transfer made by a debtor is fraudulent as to a

creditor whose claim arose before the transfer was

made if the transfer was made to an insider for an

antecedent debt, the debtor was i nsolvent at that

time, and the insider had reasonable cause to

believe that the debtor was insolvent.

The record establishes, and the bankruptcy court found, that:

(1) the Browning Interests' claims arose prior to t he transfer, 2as a present creditor whose claim arose prior to the transfer at

issue.

-6- (2) the transfer was for an antecedent debt, (3) Holloway was

insolvent at the time of the transfer, and (4) Allison knew that

Holloway was insolvent. Therefore, the only disputed issue is

whether Allison is an "insider". Section 24.002(7) defines an

"insider" as follows:

(7) "Insider" includes :

(A) if the debtor is an individual:

(i) a relative of the debtor or of

a general partner of the debtor;

(ii) a partnership in which the

debtor is a general partner;

(iii) a general partner in a partnership described in Subparagraph

(ii) of this paragraph; or

(iv) a corporation of which the

debtor is a director, officer, or person

in control.

Tex. Bus. Com. Code Ann. § 24.002(7) (emphasis added).

The bankruptcy court held that Allison was no t an insider,

apparently because she did not fit within one of the four

categories listed in the statute:

Allison was an ex-wife of twenty years whose only

substantial contact with Debtor was to provide him

with funds to help defray living and legal

exp enses. "Insider" is n arrowly defined in §

24.002(7). Allison is not a "relative" under the

definition of § 24.002(11) or under Texas law

because divorce terminates the marital relation.

Allison is not an insider; thus, Uniform Fraudulent

Transfer Act § 24.006(b) does not apply.-7-

Memorandum Opinion at 5 (citation omitted; emphasis added ). The

bankruptcy court's finding was based upon an erroneous

interpretation of the law. As the Texas Court of Appeals in Dallas

recently made clear, the UFTA's definition of "insider" is not

intended to limit an insider to the four listed subjects. Instead,

"the drafters provided the list for purposes of exemplification."

J. Michael Putm an, M.D.P.A. Money Purchase Pension Plan v.

Stephenson , 805 S.W.2d 16, 18 (Tex. App.--Dallas 1991, no writ).

The UFTA's definition of "insider" is very similar to the

definition in the Bankruptcy Code, 11 U.S.C.A. § 101(31) (West

Supp. 1991), and both parties agree that cases interpreting §

101(31) are instructive. Collier on Bankruptcy states that "[a]n

`insider' generally is an entity whose close relationship with the

debtor subjects any transactions made between the debtor and such

entity to heavy s crutiny." 2 Collier on Bankruptcy ¶ 101.31 at

101-87 (15th ed. 1991). The legislative history of § 101(31)

defines an insider as a person or entity with "a sufficiently close

relationship with the debtor that his conduct is made subject to

closer scrutiny than those dealing at arm's length with the

debtor." S. Rep. No. 95-989, 95th Cong. 2d Sess., r eprinted in

1978 U.S. Code Cong. & Admin. News 5787, 5810.

The cases which have considered whether insider status exists

generally have focused on two factors in making that determination:

(1) the closeness of the relationship between the tra nsferee and

the debtor; and (2) whether the transactions between the transferee-8-

and the debtor were conducted at arm's leng th. E .g.

, In re

Friedman , 126 B.R. 63, 70 (9th Cir. B.A.P. 1991) ("insider status

may be based on a professional or business relationship with the

debtor, in addition to the Code's per se classifica tions, where

such relationship compels the conclusion that the individual or

entity has a relationship with the debtor, close enough to gain

advantage attributable simply to affinity rather than to the course

of business dealings between the parties"); In re Schuman

, 81 B.R.

583, 586 (9th Cir. B.A.P. 1987) ("The tests developed by the courts

in determining who is an insider focus on the closeness of the

p arties and the degree to which the transferee is able to exert

control or influence over the debtor."); In re Benson

, 57 B.R. 226,

229 (Bankr. N.D. Ohio 1986) (an insider may be anyone "whose close

relationship with the debtor subjects transactions made between the

two parties to careful scrutiny"); Matter of Lemanski

, 56 B.R. 981,

983 (Bankr. W.D. Wis. 1986) (a transferee is an insider if, as a

matter of fact, he exercises such control or influence over the

debtor as to render their transaction not arms-length"); Matter of

Montanino

, 15 B.R. 307, 310 (Bankr. D.N.J. 1981) (an insider "is

one who has such a relationship with the debtor that their dealing

with one another cannot be characteri zed as an arm's-length

transaction")

.3 This court has likened that controversy to the feud between

"the Hatfields and the McCoys." B rowning v. Navarro

, 887 F.2d 553,

554 (5th Cir. 1989).

-9- IV

A

The fol lowing undisputed facts demonstrate the closeness of

the relationship b e tween Holloway and Allison, which requires

"careful scrutiny" of the subject transactions:

1. They were married to each other for twenty years and had

three children in common.

2. They maintained "frequent" contacts with one another after

their divorce. Allison testified:

Q. During the twenty years since you divorced

Mr. Holloway, how oft en have you had contact with

him?

A. Well, I don't really -- I mean often

enough that it is difficult to say. Frequently.

3. Holloway wanted to protect Allison and keep her from

becoming embroiled in the bitter controversy between him and the

Bro wning Interests. 3 At a hearing on February 27, 1989, Holloway

testified that his third and current wife , Brenda, had borrowed

money from Alli son; however, Brenda did not sign the promissory

notes. Holloway did not mention that the loans from Allison were

secured by any collateral. At that same hearing, when Holloway was

questioned on cross-examination about All ison, he was evasive.

Before reluctantly admitting that she was his first wife and the

"mother of my children," he first stated that "[s]he is the widow-10-

of Mr. Jimmy Allison"; and when asked about their relationship,

Holloway replied, "She has an old friend relationship." Finally,

h e acknowledged that she was his former wife. At the hearing on

Allison's motion, Holloway stated:

I wa s trying to keep my first wife [Allison] from

being involved in the warfare between the Brownings

and me. And that's the reason that they have not

presented a claim prior to now, I think.

4. Allison also desired to "protect Holloway; she

characterized herself and Holloway together as victims of a

"siege," and testified that they tried to "protect each other."

5. Despite Allison's desire to avoid getting involved in the

controversy between Holloway and the Browning Interests, the record

indicates that she was keenly interested in that litigation and

strongly supported Holloway's position. In addition to helping

f inance Holloway while he pursued the Browning litigation, sh e

admitted that she had sat in the back of the courtroom a few times

during hearings.

6. The closeness of the relationship between Holloway and

Allison is succinctly i llustrated by her response to crossexamination as to why she made the loans to Holloway when she knew

that he was insolvent:

[I]t's very hard to describe to you w hat this ten

years of litigation and the untrue allegations that

have been made against Pat have done to my children. My daughter Marcie was paralyzed in an

automobile acci dent on the night of the day that

she read thos e allegations for the first time.

There is nothing strange about two sane people

coming together and cooperating in any way they can-11- in the aftermath of a tragedy like that.

Contrary to Allison's characterization, we see no "paranoia" in the

Browning Interests' supposition that All i son sought to assist

Holloway in continuing his expensive litigation cru sade against

them because she blames them for the injury to her child.

B

Because of the closeness of the relationship between Allison

and Holloway, we turn to give our careful scrutiny to the subject

transactions. The following undisputed facts lead us to conclude

that the transactions between Allison and Holloway were not

conducted at arm's length:

1. The loans were initially unsecured by any collateral.

(Allison testified that she anticipated being repaid when Holloway

prevailed, as she hoped he would, against the Browning Interests.)

See In re Standar d Stores, Inc. , 124 B.R. 318, 325 (Bankr. C.D.

Cal. 1991) (making a significant loan on an unsecured basis and

without inquiring into the debtor's ability to repay the loan, is

a significant factor in determining whether a transaction was

conducted at arm's length).

2. Allison knew that Holloway was insolvent, both at the time

she made the loans and at the time she received and recorded the

security agreement. Although Allison was aware of Holloway's

successive attempts to get his hands on the funds, as well as the

competing claims to the funds made by others, including the United

States, the Browning Inte rests, and Robbie Holloway, she did not-12-

perfect the purported security interest or assert her claim until

March 1989, after the United States s ought relief from the

automatic stay.

3. The loans were not commercially motivated; Allison

testified that her motivation for the loans stemmed from the damage

that the lengthy litigation with the Browning Interests had caused

to her children. No prudent lender would have made such loans to

an insolvent Chapter 7 debtor in Holloway's circumstances. We also

note the unusual circumstance that although Allison testified that

funds were advanced to Holloway either by check or wire transfer,

she introduced no cancelled checks or other evidence that funds

were actually advanced.

4. Holloway, who had no apparent reason or standing to become

involved in the pri ority dispute between Allison and other

claimants, did not remain disinterested--instead, the record

clearly reveals that he sided with Allison. In his response to her

motion to determine the stat us of her claim, he "acknowledge[d]

that the security interest held by Allison is valid, perfected and

entitled to priority to any other competing claims against the

collateral." Holloway also filed a motion to dismiss the crossaction of the Browning Interests against Allison and the fraudulent

conveyance defenses of the United States to her claim.

V

Allison contends that she is not an insider even under an

expansive interpretation of that term. She relies upon I n re-13-

Schuman

, 81 B.R. 583 (9 th Cir. B.A.P. 1987), an action by the

trustee to set aside as a preference the debtor's transfer of a

community property residence to his ex-wife. The court concluded

that the ex-wife was not an insider, stating:

Although it is true that the parties had been

mar r ied for nineteen years, and the Debtor had

expressed a desire that h is children be well

provided for, these facts do not indicate that Mrs.

Schuman was able to exert sufficient influence over

the Debtor to r ender her an insider. Rather, the

facts that the Debtor was remarried at the time of

the transfer and that his relationship with Mrs.

Schuman was hostile, suggest that she was unable to

exert control over the Debtor in hi s financial

decisions. The negotiations between the Debtor and

Mrs. Schuman were adversarial in nature. In fact,

Mrs. Schuman had previ ously pursued the Debtor in

cou rt to get child support payments and both

parties had retained counsel to represent their

interests. Thus, it is clear that the Debtor was

not volunteering payment on his child support

obligation. These factors suggest that the

transaction was, indeed, arms-length. Accordingly,

we conclude that the trial court correctly

determined that Mrs. Schuman did not exert the

necessary degree of control or influence to render

her an insider.

81 B.R. at 586. Although S chuman is certainly illustrative, it is

distinguishable in several important respects. First, the record

contains no evidence of any recent hostility, certainly none at the

time of the transfer, between Allison and Holloway. On the

contrary, their relationship, as depicted by the record, was quite

cordial from 1984 onward; a hostile ex-wife would hardly lend money

to her ex-husband. Second, the factors listed in part IV B above

suggest that the transactions betwe en Holloway and Allison were

conducted at anything but arm's length.-14-

Allison also urges us to examine the criteria utilized by the

Texas Court of Appeals in Putman to make its determination that the

wife's physician was an insider:

A review of the evidence reveals that Putman had a

close personal relationship with both Husband and

Wife. Both families engaged in social activities

together, such as hunting. Putman also maintained

a business relationship with both Husband and Wife.

Putman was Wife's personal physician and he

delivered the two children of Husband and Wife. As

noted earlier, Wife discussed the financial

difficulties she and Husband were experiencing

during her doctor 's appointment with Putman. She

also asked Putman to help her convince Husband to

seek treatment for his alcoholism. Putman and

Husband entered into several business deals

together. For example, they entered into a hunting

lease together, they jointly purchased the property

in question and discussed the possibility of

growing hay on th is property, and they discussed

investing in a rest aurant together. In light of

his personal knowledge of the business, financial,

and personal affairs betwee n Husband and Wife, we

conclude that Putman was an insider under UFTA with

respect to the conveyance o f the Kaufman County

property.

805 S.W.2d at 18-19. Allison contends that there was no evidence

that she and Holloway have any type of "special relationship" or

"close personal relationship, " based upon the following factors:

(1) she lived in Dallas and Holloway lived in Giddings, Texas; (2)

all contacts between her and Holloway were made by telephone, with

one exception consisting of a meeting in her attorney's office at

which her attorney negotiated a loan transaction; (3) both parties

have remarried twice since their divorce; (4) there is no evidence

of any ongoing social relationship; (5) there is no evidence of any

business relationship ou tside of the loan transactions; (6)-15-

Holloway, a lawyer, has never represented Allison; and (7 ) their

relationship was hostile in the past, as evidenced by an appeal

from a lengthy custody battle, Holloway v. Allison

, 494 S.W.2d 612

(Tex. Civ. App. -- Tyler 1973, no writ).

We do not think that the facts that Holloway and Allison lived

in different locations and negotiated nearly all of t he loan

transactions by telephone support Allison's contentions; instead,

those facts are further evidence that tell us that the transactions

were not commercially motivated and were not co nducted at arm's

length. Surely, an arm's length, commercially motivated lender

simply would not have made such undocumented loans to an insolvent

and w i thout security under these informal and careless

circumstances.

The fact that both parties have remarried twi ce since their

divorce only highlights the extraordinary nature of both their

continued relationship and the generous and casual loan

transactions. Although there is little evidence of a social

relationship between Holloway and Allison, the record reveals the

existence of a committed personal and even emotional relationship,

as evidenced by Allison's characterization of herself and Holloway

as joint victims of a "siege," which was largely his fight, and by

the bond between them resulting f rom their daughter's tragic

accident.

Furthermore, the circumstances of the loan transactions

constitute evidence of a business relationship, albeit an unusual-16-

one for ex-spouses. We agree that there is no evidence of an

attorney-client relationship between Holloway and Allison, but she

testified that Holloway pre pared the collateral assignment and

security and agreement, as well as other documents evidencing the

loan transactions.

Finally, it is irrelevant that Holloway and Allison might have

been hostile towa rd one another at the time of their divorce and

during the custody battle which ended in 1973, eleven years before

the first loan was made. Any such hostility clearly had dissipated

and certainly did not exist at the time Allison perfected her

security interest.

We agree that there is no evidence that Allison exerted direct

control over Holloway's financial affairs; further, she is correct

in her assertion the mere lending of money is not sufficient to

impute insider status to a lender. However, the closeness of the

relationship between Allison and Holloway, together with the

unusual circumstances of the loan transactions, support an

inference that Allison was in a position to exert influence over

Holloway, as evidenced by his support for her position in the

priority dispute to which he was not a party. Although an

examination of the amount of control a lender has over a debtor's

day-to-day activities is very important in the context of

c ommercial loan transactions, such an analysis is much less

relevant in situations like the present one, involving loans made

with no commercial motivation.-17-

Allison repeatedly stresses that the transactions were "real

loans of real money evidenced by real no tes and a real security

agreement." We do not disagree; however, the transfer at issue

under the UFTA is not the loans, but the granting of the security

interest in the HECI Judgment. Holloway's liability to Allison on

the notes is not at issue.

In conclusion, Allison's arguments that she is not an insider

simply will not support such a conclusion against the overwhelming

and undisputed evidence to the contrary.

VI

Courts that have considered the issue , albeit in somewhat

different contexts, have concluded that the determina tion of

insider status is a question of fact. E.g.

, Matter of Missionary

Baptist Foundation of America , 712 F.2d 206, 210 (5th Cir. 1983);

In re Friedman

, 126 B.R. 63, 67 (9th Cir. B.A.P. 1991); In re

Hydraulic Industrial Products Co. , 101 B.R. 107, 109 (Bankr. E.D.

Mo. 1989). C f

. In re Schuma n , 81 B.R. at 586 n.1 ("[W]here the

underlying facts are undisputed, a trial court is free, on a motion

f or summary judgment, to determine whether the established facts

satisfy the statutory standard. In this sense, it would be more

accurate to consider the insider determination as a mixed question

of law and fact.") Although it would appear to us that once the

u nderlying facts are resolved, insider status ultimately is

question of law, we need not address that prickly problem.

The bankruptcy court fou nd that Allison's "only substantial4 It appears to us that the fact that Allison was willing to

support Holloway personally and to help finance his litigation with

the Brownings demonstrates the closeness of their relationsip and,

consequently, militates in favor of insider status.

-18- contact with [Holloway] was to provide him with funds to help

defray living and legal expenses," and concluded that she was not

an insider. 4 However, because that finding was based upon an

incorrect, narrow interpretation of the statute, it is not subject

to the "clearly erroneous" standard of review. See Bose Corp. v.

Consumers Union of United States, Inc.

, 466 U.S. 485, 501 (1984)

("Rule 52(a) does not inhibit an appellate court's power to correct

errors of law, including those that may infect a so-called mixed

finding of law and fact, or a finding of fact that is predicated on

a misunderstanding of the governing rule of law."). Because the

bankruptcy co urt made no findings applying the correct legal

standards, we ordinarily would remand the case for a new

determination of A llison's status based upon the proper

interpretation of the law. However, "it is settled that findings

are not jurisdiction al and the appellate court may decide the

appeal wi thout further findings if it feels that it is in a

position to do so." 9 C. Wright & A. Miller, F ederal Pra ctice &

Procedure , §2577 at 699-70 (1971). We are in a position to do so

in this case and on this record, where the underlying facts are

undisputed, where there are no credibility resolutions to be made,

and where no view of the record would permit a finding that Allison

was not an insider. See Tomlin v. Ceres Corp. , 507 F.2d 642, 6485 See also Matter of Legel, Braswell Gov't Securities Corp.

,

648 F.2d 321, 327 n.8 (5th Cir. 1981) (remand for finding of fact

on whether party acted in good faith unnecessary where "a complete

and fair resolution of this issue may be made from the record on

appeal and that

. . . record as a whole reflects that there was no genuine issue of material fact regarding Irving Trust 's good

faith"); Adams v. Agnew

, 860 F.2d 1093, 1097 (D.C. Cir. 1988)

(remand for finding on q uestion of whether party had reasonable

time for performance of contrac t unnecessary because decision of

appellate court " based on undisputed historic facts contained in

the record"); Otto v. Variable Annuity Life Ins. Co.

, 814 F.2d

1127, 1138 & n.11 (7th Cir. 1986), cert. denied , 108 S.Ct. 2004

(1988) (in the interest of judicial economy, remand is unnecessary

where issues are clear and turn on undisputed facts in the record).

-19- (5th Cir. 1975) (where the only factual finding supportable by the

record was that Ceres Ranches was not a party to an agreement, a

remand was not necessary; "[s]uch a finding, if the trial judge had

made it, would be clearly erroneous") ; Smithkline Diagnostics v.

Helena Laboratories Corp. , 859 F.2d 878, 886 n.4 (Fed. Cir. 1988)

(remand is unnecessary when "as a matter of l aw, the court could

only make one finding of fact or decide the fact in only one way.

Otherwise, protracted litigation and unnecessary delay and expense

would occur."). 5

We believe that a remand for a new determination of Allison's

status based upon the proper interpretation of the law would be

only a hollow ritual. The undisputed, established facts can only

support one inescapable conclusion: Allison was an insider at the

time of the transfer. Any other finding would be clearly

erroneous. Therefore, the transfer of the security interest from

Holloway to Browning should have been set aside as a fraudulent

conveyance pursuant to Tex. Bus. & Com. Code Ann. § 24.006(b). We-20-

see no compelling reason to subject the parties and the courts to

further delays and expense by remanding the case for application of

the proper legal standard to the undisputed facts. Accordingly, we

REVERSE the judgment of the district court, VACATE the judgment of

the bankruptcy court, and REMAND the case to the district court for

the entry of judgment against Allison and in favor of the Browning

Interests in accordance with this opinion.

REVERSED AND REMANDED.