RSA 545-A:4, I(b)(1) provides that a transfer by a debtor 1

is fraudulent if it was made “[w]ithout receiving a reasonably

equivalent value in exchange for the transfer or obligation, and

the debtor [] [w]as engaged or was about to engage in a business

or a transaction for which the remaining assets of the debtor

were unreasonably small in relation to the business or

transaction.” It is undisputed and the bankruptcy court found

that the Debtor did not receive a reasonably equivalent value for

the transfer of assets to Jackson.

UNITED STATES DISTRICT COURT FOR THE 

DISTRICT OF NEW HAMPSHIRE

Victor W. Dahar, Trustee

v. Civil No. 05-cv-186-JD

Susan W. Jackson, et al.

O R D E R

On June 21, 2005, the court denied Susan W. Jackson’s

request for a stay of the bankruptcy court’s judgment in favor of

Victor W. Dahar, Trustee, pending appeal. On appeal, Jackson

contends that the bankruptcy judge erroneously interpreted the

New Hampshire fraudulent conveyance statute, New Hampshire

Revised Statutes Annotated (“RSA”) § 545-A:4, I(b)(1), by

considering only the Debtor’s business assets and also used the

wrong standard in applying the statute. The court previously 1

ruled that Jackson was not likely to succeed on either issue,

although RSA 545-A:4,I(b)(1) was not limited to business assets,

and that she had not properly presented a “serious legal

question” that would permit granting a stay due to the likelihood

Case 1:05-cv-00186-JD Document 20 Filed 07/21/05 Page 1 of 4
2

of irreparable harm absent a stay. See Providence Journal Co. v.

F.B.I., 595 F.2d 889, 890 (1st Cir. 1979). Jackson moves for

reconsideration on the grounds that she adequately presented a

“serious legal question” to entitle her to a stay and that all of

the Debtor’s assets should have been considered in determining

whether his remaining assets were unreasonably small in relation

to his business under RSA 545-A:4, I(b)(1).

In response to the motion for reconsideration, the court has

again reviewed the bankruptcy judge’s decision and now has a

different understanding of that analysis. The bankruptcy judge

evaluated the Debtor’s business assets and found that he had

transferred all of his business assets with equity to Jackson

while retaining only properties with negative equity. Contrary

to Jackson’s claim and the court’s initial impression, however,

the bankruptcy judge did not base his analysis of the transferred

properties under RSA 545-A:4, I(b)(1), on the relative equities

in the properties without considering the value of other assets

retained by the Debtor. Instead, the bankruptcy judge concluded

that the Debtor could no longer pay his business debts and

support his family from his business, after he transferred the

properties to Jackson, and for that reason the transfers had left

him with unreasonably small remaining assets in relation to his

business, constituting fraudulent transfer under RSA 545-

A:4,I(b)(1). 

Case 1:05-cv-00186-JD Document 20 Filed 07/21/05 Page 2 of 4
3

In support of that conclusion, the bankruptcy judge found

that before and after the transfer the Debtor was in the

investment real estate business, buying and selling unimproved

properties. The judge further found that before the transfers to

Jackson, the Debtor paid his business debts and supported his

family from the proceeds of his business. After the transfers

were made, Jackson sold the transferred properties and used the

proceeds for the business and family because the Debtor’s

“remaining assets were insufficient to generate the income needed

to pay his business debts and support his family.” Jackson, 318

B.R. at 22. In other words, the judge concluded that Jackson’s

sale of the transferred properties to cover expenses previously

paid by the business demonstrated that the Debtor’s remaining

assets, whatever their value or purpose, were “unreasonably small

in relation to the business.” RSA 545-A:4, I(b)(1). For that

reason, the Debtor’s transfer of assets to Jackson was deemed to

be constructively fraudulent.

Because the bankruptcy judge did not erroneously interpret

or apply RSA 545-A:4,I(b)(1), Jackson has not presented a serious

legal question on appeal that would justify a stay. The court’s

previous order is reconsidered and is amended by this decision. 

In light of this decision and the court’s previous order, Jackson

shall review the issues she raises on appeal and file a

memorandum on or before August 1, 2005, to show cause as to why

Case 1:05-cv-00186-JD Document 20 Filed 07/21/05 Page 3 of 4
4

the bankruptcy court decision should not be summarily affirmed,

or in lieu thereof file a notice withdrawing the appeal.

Conclusion

For the foregoing reasons, the appellant’s motion to

reconsider (document no. 11) is granted to the extent that the

court has reconsidered part of its prior order and is otherwise

denied. On reconsideration, the court has concluded that the

appellant has not raised a serious legal question as to whether

the bankruptcy court erroneously interpreted and applied RSA 545-

A:4, I(b)(1) in this case. The appellant shall file a memorandum

on or before August 1, 2005, to show cause as to why the

bankruptcy court decision should not be summarily affirmed, or in

lieu thereof file a notice withdrawing the appeal. 

SO ORDERED.

Joseph A. DiClerico, Jr.

United States District Judge

July 21, 2005

cc: Richard Thorner, Esquire

Thomas J. Pappas, Esquire

Richard Thorner, Esquire

US Bankruptcy Court -_NH, Clerk

Case 1:05-cv-00186-JD Document 20 Filed 07/21/05 Page 4 of 4