No. 93-285 

IN THE SUPREME COURT OF THE STATE OF MONTANA 

1993 

VIRGINIA LAWRENCE, 

Plaintiff and Respondent, 

v. 

MICHAEL H. CLEPPER, Personal 

Representative of the Estates of DEC22 1993 

JANE RAY TAYLOR and FRANK M. TAYLOR, , (PA q..,; 

-/##!&L 

Defendant and Appellant. CLERK OF SUPREME COURT 

STATE OF MOcLTRNA 

APPEAL FROM: District Court of the Twenty-first Judicial 

District, In and for the County of Ravalli 

The Honorable Douglas G. Harkin, Judge presiding. 

COUNSEL OF RECORD: 

For Appellant: 

Harold V. Dye, Milodragovich, Dale & Dye, 

Missoula, Montana 

For Respondent: 

J. Robert Planalp and Calvin L. Braaksma, 

Landoe, Brown, Planalp & Braaksma, 

Bozeman, Montana 

Filed: 

Submitted on ~riefs: November 5, 1993 

Decided: December 22, 1993 
Justice Terry N. Trieweiler delivered the opinion of the Court. 

Plaintiff Virginia Lawrence brought this claim for restitution 

from the estate of Jane R. Taylor and Frank M. Taylor in the 

District Court for the Twenty-first Judicial District in Ravalli 

County. The District Court concluded that prior to their deaths, 

Taylors received money belonging to Lawrence as constructive 

trustees, and that under the equitable theory of unjust enrichment, 

she was entitled to restitution. The District Court entered 

judgment in Lawrence's favor in the amount of $130,816.63, together 

with prejudgment interest from October 10, 1990. Michael Clepper, 

personal representative of Taylors' estates (defendant), appeals. 

We reverse the judgment of the District Court. 

The issues raised by defendant on appeal are: 

1. Did the District Court err when it found that Taylors 

possessed a state of mind which defeated their claim that they were 

innocent transferees of plaintiff's property? 

2. Is a person who receives property in exchange for an 

antecedent debt an innocent purchaser for value under Montana law? 

FACTUAL BACKGROUND 

During April and May of 1990, Frank and Jane Taylor 

transferred $85,108.63 from Frank's retirement account, and $37,900 

from their personal savings, to Kenneth Holm who held himself out 

as an investment counselor in California under the business name, 

Income Financial Advisor. 

In the summer of 1990, Mr. Taylor, who was a retired dentist, 

and Mrs. Taylor moved to Victor, Montana. They bought a home next 
to Jack Stark, who is an attorney and banker employed at the 

Farmers State Bank in Victor. However, Mr. Stark first met the 

Taylors when they made an appointment to see him at the bank on 

July 30, 1990. On that occasion, they brought with them a document 

which evidenced the money they had supposedly invested through 

Holm, and told Stark that they wanted their money back because they 

had plans to invest it elsewhere. The document that they brought 

into Stark's office was not in evidence at trial. However, from 

his memory, Stark recalled that it documented the amount of money 

Taylors had invested through Holm and indicated that they were 

entitled to have it returned to them on the condition that they 

provide Holm with 30 days' notice. 

During their meeting with Stark on July 30, the three of them 

composed a letter to Holm in which Taylors requested that their 

money be returned. 

Plaintiff Virginia Lawrence and her husband had invested money 

through Holm from 1987 through October 10, 1990. Mrs. Lawrence's 

husband died on April 28, 1990, and left assets in a trust for the 

purpose of making payments on the couple's home so that Mrs. 

Lawrence could continue to reside at that home. However, due to 

unspecified problems with the administration of the estate, several 

mortgage payments were missed. 

In early September, shortly after 30 days from the time Holm 

was notified that Taylors wanted their money back, Holm approached 

Lawrence and suggested that she secure her home with an additional 

mortgage; that he invest the proceeds from that loan; and that, 

3 
combined with what she had already invested through him, he would 

pay her sufficient amounts each month to make her loan payments 

until the problems with her husband's estate could be resolved. 

His explanation was that the second mortgage would be a short term 

loan which could be paid off once the estate problems were 

resolved. According to Lawrence's testimony, she was at first 

reluctant to do so, but when the problems with her husband's estate 

continued, she changed her mind. 

Holm made arrangements to obtain a loan for Lawrence from a 

southern California bank in the amount of $215,000. After paying 

fees and closing costs, she realized $198,015.50. 

When the loan proceeds were distributed to her, Lawrence and 

Holm went from the bank where the loan was obtained to a second 

bank where the loan proceeds were converted to a cashier's check 

made payable to Holm. She instructed Holm to invest her money in 

the commodities future market and asked that the investments be 

backed by treasury bonds. This transfer occurred on October 10, 

1990. 

Officials from Holm's bank testified that on that same date he 

deposited $198,015.50 in his account, and that the following day, 

on October 11, he instructed the bank to wire $91,615.63 to Frank 

Taylor's retirement account at a Denver bank, and $39,201 to Frank 

and Jane Taylor's personal account at Western Federal Savings Bank 

in Missoula. Those same officials said that had it not been for 

the deposit made by Holm on October 10, there would have been no 

funds in his account with which Holm could have made the wire 
transfers to Taylors. The wire transfers to Taylors were in 

satisfaction of the demand letter they had sent to Holm on July 30, 

1990. 

As part of his arrangement with Lawrence, Holm had agreed to 

make her mortgage payments for the next 12 months. However, the 

November mortgage payment was late, and the December payment was 

first late, and then returned because there were insufficient funds 

to cover it. When she tried to contact Holm to find out the reason 

for the late payments, she had difficulty reaching him, and finally 

consulted an attorney, who attempted to recover the amounts she had 

invested with Holm, but was unsuccessful. She then consulted a 

district attorney in California, who advised her that eleven other 

people had been similarly victimized by Holm. She filed a 

complaint against him with the Commodities Future Trading 

Commission and recovered judgment against Holm in the amount of 

$411,000 on the grounds that Holm obtained money from her by fraud. 

However, at the time of trial, Holm's whereabouts were unknown. 

Jane and Frank Taylor died on March 30, 1991. Michael H. 

Clepper is the personal representative of their estates. 

On December 18, 1991, Lawrence filed this complaint in which 

she contended that the money she paid to Holm on October 10, 1990, 

was obtained by fraud and deception and was illegally transferred 

to Taylors without her permission. She alleged that Taylors were 

aware of the source of the funds they received, and therefore, they 

were unjustly enriched at her expense. For that reason, she 
alleged that the court should impose a constructive trust for her 

benefit on the funds obtained by Holm and transferred to Taylors. 

In response to Lawrence's complaint, defendant denied that 

Taylors had any knowledge that the money which was repaid by Holm 

was obtained improperly, and as an affirmative defense, alleged 

that Taylors were bona fide transferees for value. 

Both parties moved for summary judgment. 

In support of his motion, defendant offered uncontradicted 

evidence that prior to July 30, 1990, Taylors had invested 

$123,008.63 with Kenneth Holm, doing business as Income Financial 

~dvisor, and that that amount, together with interest, is what he 

repaid them on October 11. Based on that evidence, defendant 

arguedthat Taylors were transferees for value without knowledge of 

Holm's fraudulent activities, and therefore, that Lawrence was not 

entitled to restitution from them based on the law of constructive 

trusts. 

In turn, Lawrence offered evidence that the money obtained 

fraudulently from her by Holm was traceable to Taylors. She argued 

that she was entitled to summary judgment because there was no 

evidence that Taylors were without notice of Holm's wrongdoing, and 

furthermore, that they provided nothing of value to Holm in 

exchange for the amounts that he returned to them. 

The District Court denied both motions for summary judgment 

based on its conclusion that there was a question of fact regarding 

the extent of knowledge that Taylors had about the source of the 
funds which were returned to them, and that neither party had 

offered sufficient evidence regarding this factual issue. 

This case went to trial without a jury before the District 

Court on October 28, 1992. The only witnesses who testified at 

trial were Virginia Lawrence and Jack Stark. The testimony of 

Birdie Risen, a bank official at Holm's bank in Carlsbad, 

California, was offered by deposition. 

After considering the evidence, the District Court made 

factual findings and a conclusion of law which are the basis for 

defendant's appeal. The District Court found that Taylors went to 

see an attorney on July 30, 1990, because they were anxious and 

worried about their investments, and that their anxiety, concern, 

and distrust of Holm continued after they demanded return of their 

money, as was evidenced by repeated telephone calls to him between 

the dates of September 10 and October 11, 1990. 

The District Court also found that Taylors did not consider 

Holm their debtor and did not give anything of value to Holm in 

exchange for the money that he transferred to them on October 11. 

The court finally found, assuming Taylors were creditors of Holm, 

that the October 11 transfer to them was for an antecedent debt, 

and therefore, without consideration. 

The District Court concluded that, based on Taylors' apparent 

anxiety, suspicion, and distrust of Holm, they did not qualify as 

bona fide purchasers. It also concluded that because nothing of 

value was provided to Holm in exchange for the money he returned to 
Taylors, they were not bona fide purchasers for value as a matter 

of law. 

Based on other findings, the District Court impressed a 

constructive trust on the assets of Taylors' estates, based on the 

theory of unjust enrichment, and ordered that the amount paid to 

them by Holm on October 11 be repaid to Lawrence with interest from 

the date of October 10, 1990. Defendant moved, pursuant to 

Rule 59, M.R.Civ.P., for a new trial, or in the alternative, that 

the District Court amend its findings and conclusions. That motion 

was denied. Defendant appeals from the judgment entered by the 

District Court in favor of Lawrence, and from the District Court's 

denial of his post-trial motion. 

The bases for defendant's appeal are that the District Court1 s 

findings regarding Taylors' state of mind are unsupported by 

evidence, and therefore, clearly erroneous, and that the District 

Court erred as a matter of law when it concluded that Taylors could 

not be innocent transferees for value because no consideration was 

paid to Holm for the money that he transferred to them. 

DISCUSSION 

We have long recognized in Montana that in transactions 

between two parties, the principles of equity sometimes mandate the 

imposition of involuntary trusts. In Eckart v. Hubbard (1979), 184 

Mont. 320, 325, 602 P.2d 988, 991, we recognized that: 

Involuntary trusts may be created, for example, when a 

court implies or presumes an intent to create a trust or 

simply declares, employing the principles of equity, that 

the trust shall be said to exist. Nothing else is 

required. 
Based upon the statutory scheme that was in effect at that 

time, we held that: 

Constructive trusts spring from fraud, mistake, undue 

influence, the violation of a trust, or other wrongful 

acts. Platt[s], [I34 Mont. 474, 480, 334 P.2d 722, 7273. 

Constructive trusts occur where the parties have 

expressed no intent to create a trust, nor does the court 

presume that any intent existed. Rather, the court 

creates the trust to work an equitable result. Bogert 

[on Trusts, 5th ed.], 5 71, p. 263. 

Eckart, 602 P.2d at 991. 

In 1989, Montana enacted a new trust code found at 

Chapters 33-36 of Title 72 of the Montana Code Annotated. Section 

72-33-219, MCA, of that code provides for "constructive trustsu 

under the following circumstances: 

A constructive trust arises when a person holding title 

to property is subject to an equitable duty to convey it 

to another on the ground that the person holding title 

would be unjustly enriched if he were permitted to retain 

it. 

In Montana, therefore, the equitable creation of a 

constructive trust is dependent upon, and related to, the equitable 

principle of unjust enrichment. The creation of a constructive 

trust need not be limited to the person who obtained property by 

fraud or deception from another. If that property is transferred 

by the wrongdoer to a third party who would be unjustly enriched if 

he or she was allowed to keep it, a constructive trust can be 

created to prevent such unjust enrichment. The notion of unjust 

enrichment of a third party usually involves the issue of notice to 

that party regarding the manner in which the property was 
originally acquired such that allowing the third party to keep the 

property would be inequitable or unjust. 

The phrase "unjust enrichment" is used in law to 

characterize the result or effect of a failure to make 

restitution of, or for, property or benefits received 

under such circumstances as to give rise to a legal or 

equitable obligation to account therefore. It is a 

general principle, underlying various legal doctrines and 

remedies, that one person should not be permitted 

unjustly to enrich himself at the expense of another, but 

should be required to make restitution of or for property 

or benefits received, retained, or appropriated, where it 

is just and equitable that such restitution be made, and 

where such action involves no violation or frustration of 

law or opposition to public policy, either directly or 

indirectly. 

. . . However, although unjust enrichment is often 

referred to or regarded as a ground for restitution, it 

is perhaps more accurate to regard it as a prerequisite, 

for usually there can be no restitution without unjust 

enrichment. It is defined as the unjust retention of a 

benefit to the loss of another, or the retention of money 

or property of another against the fundamental principles 

of justice or equity and good conscience. A person is 

enriched if he has received a benefit, and he is unjustly 

enriched if retention of the benefit would be unjust. 

Unjust enrichment of a person occurs when he has and 

retains money or benefits which in justice and equity 

belong to another. 

. . . It is said to be fundamental that for a person 

to be entitled to restitution, he must show not only that 

there was unjust enrichment, but also that the person 

sought to be charged had wrongfully secured a benefit, or 

had passively received one which it would be 

unconscionable for him to retain. 

66 Am. Jur. 2d Restitution and Implied Contracts 3 3 3-4 (1973 ) . 

For these reasons, courts of equity have not allowed 

restitution from third parties who came into possession of 

another's property innocently, even though that property was 
originally obtained by fraud or mistake. Therefore, Restatement of 

the Law of Restitution, 5 13 (1937) provides that: 

A person who has entered into a transaction with 

another under such circumstances that, because of a 

mistake, he would be entitled to restitution from the 

other, 

(a) is not entitled to restitution from a third 

person who has received title to or a legal 

interest in the subject matter either from the 

other or from the transferor at the direction 

of the other, and has given value therefor 

without notice of the circumstances . . . . 

Comment a to 5 13 makes clear that the same principle applies to 

property obtained by fraud. 

Section 172 of Restatement of the Law of Restitution discusses 

the situation of innocent third-party transferees where, as here, 

the issue is the imposition of a constructive trust. That section 

provides: 

(1) Where a person acquires title to property under 

such circumstances that otherwise he would hold it upon 

a constructive trust or subject to an equitable lien, he 

does not so hold it if he gives value for the property 

without notice of such circumstances. 

(2) In the Restatement of this Subject such a 

transferee is called a bona fide purchaser. 

The reason for the rule established by 5 172 is illustrated in 

Comrnenta to the same section where it states that: 

The principle that a person who innocently has 

acquired the title to property for which he has paid 

value is under no duty to restore it to one who would be 

entitled to reclaim it if he had not been innocent or had 

not paid value therefor, is of wide application, being a 

limitation upon the principle that a person who has been 

wrongfully deprived of his property is entitled to 

restitution. The cruestion in such cases is which of two 

innocent persons should suffer a loss which must be borne 
by one of them. The principle which is applied by courts 

of equity is that they will not throw the loss upon a 

person who has innocently acquired title to property for 

value. The bona fide purchaser is not only entitled to 

retain the property free of trust, but he is under no 

personal liability for its value. 

This principle is most frequently applied to the 

situation where a person holds property subject to a 

constructive trust and transfers it to a person who pays 

value without notice of the facts which gave rise to the 

constructive trust; in which case a constructive trust is 

cut off. The situation arises, for example, where a 

person obtains Drowertv bv fraud and transfers the 

propertv to a Derson who pavs value without notice of the 

fraud. [Emphasis added]. 

Restatement of the Law of Restitution, 5 172, Cornmenfa (1937). 

With that background, we address the issues raised on appeal. 

1. 

Did the District Court err when it found that Taylors 

possessed a state of mind which defeated their claim that they were 

innocent transferees of plaintiff's property? 

It is undisputed that Holm obtained Lawrence's money by fraud. 

Under that circumstance, he held the money, subject to a 

constructive trust, for Lawrence's benefit. If the property, 

however, was transferred to Taylors for value, and if they had no 

notice of the circumstances which gave rise to the trust, the trust 

is cut off. This first issue relates to whether there was evidence 

from which the District Court could find that Taylors had notice of 

Holm's conduct which gave rise to the trust. 

The District Court made no specific finding that Taylors had 

notice of Holm's fraudulent conduct. Instead, the District Court 

simply found that Taylors were anxious about their investment and 
were suspicious and distrustful of Holm. From those findings, the 

District Court concluded that they did not possess a state of mind 

which would qualify them as innocent transferees. 

It is correct that if Taylors were aware of facts which should 

have caused further investigation, and if that investigation would 

have led to knowledge of Holm's conduct, then they are charged with 

notice. Section 174 of Restatement of the Law of Restitution 

provides that I'[e]xcept in the case of the holder of a negotiable 

instrument, a person has notice of facts giving rise to a 

constructive trust if he knows the facts or should know them." 

(Emphasis added). 

It was presumably the District Court's conclusion that based 

on Taylorsl mistrust of Holm and the temporary difficulty they had 

obtaining their money, they should have known that the money was 

obtained by inappropriate means. 

On appeal, defendant argues that there is no need to decide 

whether distrust or anxiety equates with notice because there was 

no evidence that Taylors were anxious or distrustful of Holm. 

Lawrence, on the other hand, responds that the District 

Court's findings in that regard were supported by substantial 

evidence, and offers the following examples: 

1. Taylorsl attorney, Stark, distrusted Holm; 

2. During a telephone conversation between Holm and Mrs. 

Taylor, Holm asked if she did not trust him: 

3. Taylors made numerous telephone calls to Holm during the 

month prior to the return of their money; 
4. The mere fact that Taylors sought the return of their 

money several months after investing it with Holm, suggests that 

they did not trust him. 

Because of the trial court's unique opportunity to resolve 

issues of fact, we will defer to a District Court's findings unless 

they are clearly erroneous. However, findings which are not 

supported by substantial credible evidence are clearly erroneous. 

Interstate Productiolt Credit Association v. DeSaye ( 19 9 1 ) , 2 5 0 Mont . 3 2 0 , 8 2 0 P .2 d 

1285. 

In this case, defendant's contention that Taylors were 

innocent transferees was an affirmative defense pursuant to 

Rule 8(c), M.R.Civ.P., and defendant, therefore, had the burden of 

producing evidence in support of that defense. Section 26-1-401, 

MCA. That burden was made difficult by the fact that by the time 

of trial both of the Taylors were deceased. However, in meeting 

that burden, defendant had a right to rely on relevant statutory 

presumptions. 

Section 26-1-602, MCA, sets forth a number of disputable 

presumptions. It provides that: 

All other presumptions are lldisputable presumptionsN and 

may be controverted by other evidence. The following are 

of that kind: 

. . 

(7) 

latter. 

. . 

(19 

regular. 

Money paid by one to another was due the 

.ivate transactions have been fair and 

14 
These statutory presumptions satisfied defendant's burden of 

proof in support of its affirmative defense, and are conclusive 

unless controverted by other evidence. 

As pointed out previously, the only witnesses who testified in 

this case were Lawrence, an official from Holm's bank in 

California, and Jack Stark, Taylors' attorney. Neither Birdie 

Risen, the bank official, nor Lawrence, had ever met Taylors, and 

neither offered any testimony about the extent of Taylors' 

knowledge of Holm's activities. 

Neither did Stark, who assisted Taylors in their effort to 

obtain the return of their money and saw them occasionally as 

neighbors, offer any evidence to indicate that they had notice of 

Holm's activity or a reason to further investigate his activity. 

In fact, he testified that Taylors never expressed frustration with 

Holm, nor did he get the impression that they were frustrated with 

him. Although he personally harbored some suspicion of Holm based 

on his experience as a banker, he did not express that suspicion to 

Taylors, and in fact, testified that his suspicion was lessened 

when he learned that Holm had previously returned $60,000 to 

Taylors' bank which had been mistakenly sent to Holm. 

Stark testified that if Taylors had reasons for seeking the 

return of their money from Holm, other than a preference to put it 

into local investments, he was unaware of those reasons. Although 

Holm did call Mrs. Taylor after receiving the letter that was sent 

on July 30, and did question whether they trusted him, Stark made 
it clear that it was Holm who raised the issue of trust and that it 

was never mentioned by Mr. or Mrs. Taylor. 

In fact, Stark testified that after sending the July 30 letter 

requesting return of Taylors' money, the subject of its return did 

not come up again in his conversations with his neighbors until 

sometime in November, when out of curiosity, he inquired about the 

money and was advised by Taylors that they had received it. 

However, at no time did they indicate to him that they were 

relieved at the return of their investment. 

Stark testified that after his initial meeting with Taylors in 

his office, and after the letter was sent that was produced at that 

meeting, Taylors did not seek any further advice from him about the 

return of their money, and during none of his informal 

conversations with Taylors after that date did they express any 

concern to him about their transactions with Holm. 

In summary, Stark testified that at no time during any of his 

conversations with Taylors about Holm was the term or subject of 

distrust ever mentioned. 

It is true that findings of fact can be based on reasonable 

inferences. However, 

[a]n inference must be founded: 

(1) on a fact legally proved; and 

(2) on such a deduction from that fact as is 

warranted by a consideration of the usual propensities or 

passions of men, the particular propensities or passions 

of the person whose act is in question, the course of 

business, or the course of nature. 

Section 26-1-502, MCA. 
In its findings, the District Court found that Taylors were 

anxious, suspicious, and distrustful from the fact that their 

attorney had an initial distrust of Holm, and from the fact that 

Holm raised the issue of trust when Taylors requested the return of 

their money. The District Court also found distrust based on 

numerous telephone calls from Taylors to Holm during the period of 

time that they were attempting to secure the return of their money. 

However, most of these telephone calls lasted for no more than one 

minute, the longest was for five minutes, and there is no record of 

what was discussed, or whether Holm was even reached during these 

telephone calls. Furthermore, Stark's distrust of Holm is 

irrelevant if it was not communicated to Taylors. 

Based on our review of the record, we conclude that the 

inferences relied on by the District Court do not amount to 

substantial evidence that Taylors had notice of Holm's fraudulent 

activity, or reason to suspect that the money he returned to them 

was obtained by fraudulent activity. Therefore, we conclude that 

the District Court erred when it found that Taylors did not possess 

a state of mind which qualified them as innocent transferees of 

Lawrence's property. 

11. 

Is a person who receives property in exchange for an 

antecedent debt an innocent purchaser for value under Montana law? 

The District Court concluded that Taylors could not be 

innocent transferees for value because, at most, they established 

an antecedent debt which did not constitute "value. " On appeal, 

17 
defendant contends, based on Restatement of the Law of Restitution, 

that an antecedent debt is sufficient to establish "value," and 

that that rule should be adopted in Montana. Lawrence contends 

that our prior decisions regarding bona fide purchasers require the 

exchange of new consideration in order to establish '*value." 

Our standard for reviewing legal conclusions of a District 

Court is to determine whether they are correct. In re Mam'age ofBumk 

(Mont. 1993), 852 P.2d 616, 619, 50 St. Rep. 525, 526. 

Lawrence cites our early decision in Montana Electric Company v. 

Northern ValleyMiningCompany (1915), 51 Mont. 266, 153 P. 1017, for the 

proposition that to establish bona fide purchaser status "new" 

consideration is required. It is true that in Montana Electric Company, 

153 P. at 1018, we set forth the rule as follows: 

A bonafide purchaser is defined to be "one who at the time 

of his purchase advances a new consideration, surrenders 

some security, or does some other act which leaves him in 

a worse position if his purchase should be set aside, and 

purchases in the honest belief that his vendor had a 

right to sell, without notice, actual or constructive, of 

any adverse rights, claims, interest, or equities of 

others in and to the property sold." [Citation omitted]. 

However, it is important to observe that in that case the 

nature of consideration provided was not the issue. The above rule 

was simply set forth without analysis or further discussion 

regarding its merits. 

Defendant, on the other hand, suggests that we adopt 5 173 

from Restatement of the Law of Restitution, which defines '%slue" 

as follows: 
(2) Except in the case of a transfer by an express 

trustee, a transfer of property other than an interest in 

land in satisfaction of or as security for a pre-existing 

debt or other obligation is a transfer for value. 

In this case, defendant contends that Holm had a prior 

obligation to repay the money that was invested with him upon 

30 daysf notice of Taylorsf request that he do so, and therefore, 

when he repaid that amount the antecedent obligation satisfied the 

requirement that the transfer be for tlvalue." 

We conclude that the definition of "value" set forth in 

Restatement of the Law of Restitution 5 173 (1937) is more 

consistent with the equitable purpose of the "innocent transferee" 

defense, and therefore, adopt that rule in this and in future cases 

which involve issues of constructive trusts and innocent 

transferees. 

The question in cases such as this is which of two innocent 

persons "should suffer a loss which must be borne by one of them." 

That is the issue which the "bona fide purchasertf defense was 

established to address. We conclude that a purchaser is no less 

innocent and that his or her loss would be no less significant if 

the property they acquired was in exchange for a previous 

obligation or debt than if the property was acquired in exchange 

for new consideration. The net effect or damage to the innocent 

purchaser or transferee is the same. Therefore, under equity, the 

result must be the same. 
For these reasons, we conclude that the District Court erred 

when it held that Taylors had not provided "value" to Holm in 

exchange for the money that he wired to them. 

Based on our conclusion that there is no evidence in this 

record that Taylors had notice of any wrongful conduct on the part 

of Holm, and that the money they received from him was transferred 

for "value," we conclude that the judgment of the District Court 

must be reversed. 

This case is remanded to the District Court for entry of 

judgment for defendant. 

I 

We concur: 

,/" Chief Jdstice