UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

In Re: ABATEMENT ENVIRONMENTAL 

RESOURCES, INCORPORATED,

Debtor.

SCOTT D. FIELD,

 No. 03-1771 Trustee-Appellant,

v.

UNITED STATES OF AMERICA, on

behalf of Internal Revenue Service,

Creditor-Appellee. 

Appeal from the United States District Court

for the District of Maryland, at Greenbelt.

Andre M. Davis, District Judge.

(CA-02-4033-8-AMD)

Argued: February 24, 2004

Decided: June 15, 2004

Before LUTTIG, KING, and GREGORY, Circuit Judges.

Affirmed by unpublished opinion. Judge Gregory wrote the opinion,

in which Judge King joined. Judge Luttig wrote a separate opinion

concurring in the judgment. 

COUNSEL

ARGUED: Alan Barry Sternstein, SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A., Rockville, Maryland, for Appellant.
John Schumann, Tax Division, UNITED STATES DEPARTMENT

OF JUSTICE, Washington, D.C., for Appellee. ON BRIEF: James

M. Hoffman, SHULMAN, ROGERS, GANDAL, PORDY &

ECKER, P.A., Rockville, Maryland, for Appellant. Eileen J.

O’Connor, Assistant Attorney General, Bruce R. Ellisen, Tax Division, UNITED STATES DEPARTMENT OF JUSTICE, Washington,

D.C., for Appellee.

Unpublished opinions are not binding precedent in this circuit. See

Local Rule 36(c). 

OPINION

GREGORY, Circuit Judge:

Abatement Environmental Resources, Inc. ("Abatement" or

"Debtor") filed a petition under Chapter 11 of the Bankruptcy Code

(which was later converted to a Chapter 7 action), reporting claims

exceeding the assets of the estate. The bankruptcy trustee Scott D.

Field (the "Trustee") instituted an adversary proceeding against the

United States Internal Revenue Service ("IRS") to recover three

alleged fraudulent conveyances. Abatement’s owner and principal

officer, Joseph Downey ("Downey"), authorized the three payments

to be made from corporate accounts to the IRS to satisfy his individual income tax liabilities. On cross-motions for summary judgment,

the bankruptcy court granted summary judgment for the Trustee,

holding that the Trustee could recover the payments as fraudulent

conveyances under Maryland law. The district court reversed, holding

that the Trustee’s state law fraudulent conveyance claim was barred

by Maryland’s "voluntary payment" doctrine which prevents recovery

from taxing authorities for voluntarily paid taxes, absent a special

statutory provision allowing a refund. The Trustee now appeals the

district court’s reversal. 

We find that the Trustee failed to carry his burden of showing that

Abatement received no consideration for the transfers to IRS, thus we

2 IN RE: ABATEMENT ENVIRONMENTAL RESOURCES
conclude that the Debtor cannot advance his claim under the Maryland Uniform Fraudulent Conveyance Act ("MUFCA"). While it is

clear that the IRS extended consideration to Downey, rather than to

Abatement, by releasing him from his tax liability, it is not clear that

Abatement’s payment to IRS did not constitute a repayment of a salary, loan, bonus or antecedent debt due Downey. Therefore, we affirm

the district court on alternative grounds and do not need to examine

the applicability of the voluntary payment doctrine.

I.

In the bankruptcy court, the parties agreed that there was no dispute

of material fact and filed cross-motions for summary judgment. We

do not engage in a detailed recitation of the facts as the bankruptcy

and district courts present full factual discussions in their published

opinions. See United States v. Field (In re Abatement Envtl. Res.,

Inc.), 301 B.R. 830, 831-32 (D. Md. 2003) ("Abatement II"); United

States v. Field (In re Abatement Envtl. Res., Inc.), 301 B.R. 824, 826-

27 (Bankr. D. Md. 2002) ("Abatement I"). 

For the purposes of this appeal, it is sufficient to recount the following facts: Downey is a fugitive who was the owner and principal

officer of the Debtor. During 1997 and 1998, he drew three checks

on Abatement’s corporate checking accounts, totaling $212,000, to

pay individual income tax liabilities to the IRS. In 1999, IRS refunded

Downey $166,294 resulting from overpayments and withholding

credits on his individual income taxes. 

In October 1999, Abatement filed a voluntary petition under Chapter 11 of the Bankruptcy Code. Claims against the estate totaled

approximately $4,000,000, exceeding the estate’s assets and those

available for distribution to creditors. In March 2000, the bankruptcy

court converted the case into a Chapter 7 proceeding and appointed

Field as trustee. In March 2001, Field filed this adversary proceeding

against the United States to recover alleged fraudulent conveyances

of the Debtor’s assets in the amount of $212,000, the total amount of

funds Downey transferred to IRS from Abatement’s accounts to pay

his individual income tax liability. The Trustee brought this action

pursuant to 11 U.S.C. §§ 548, 550, or Md. Code Ann. Com. Law

§§ 15-204, 15-205, 15-206, 15-207 and 11 U.S.C. § 544(b), requestIN RE: ABATEMENT ENVIRONMENTAL RESOURCES 3
ing the bankruptcy court to order that these conveyances be avoided

and to enter judgment against the United States. 

On cross-motions for summary judgment, the bankruptcy court

held that 11 U.S.C. § 548 was unavailable to the Trustee because that

section only permits the avoidance of transfers made within one year

prior to filing of the bankruptcy petition, and Downey’s three checks

fell outside the limitations period.1 The court held, however, that the

Trustee could utilize 11 U.S.C. § 544(b)(1), which permits a trustee

to avoid certain transfers of the debtor’s property if the transfer is

voidable under "applicable state law by a creditor holding an unsecured claim," to recover the disputed funds. The court held that under

the "applicable state law," provisions of the MUFCA, Md. Code

Ann., Com. Law §§ 15-204, 15-205, authorized the Trustee’s recovery of fraudulent conveyances from the IRS.2

 Thus, after determining

that IRS was an "initial transferee" under 11 U.S.C. § 550(a)(1)3

against whom the Trustee could recover, the bankruptcy court granted

summary judgment for the Trustee on his § 15-204 claim, and ordered

IRS to pay the Trustee $212,000. Abatement I, 301 B.R. at 829-30.

On appeal, the district court reversed, holding that the MUFCA, in

generally permitting the avoidance of fraudulent conveyances, did not

supplant Maryland’s "voluntary payment" doctrine.4 Abatement II,

1Neither party has contested the correctness of this holding. 

2There is no sovereign immunity bar to the Trustee’s claim because 11

U.S.C. § 106(a)(1) abrogates the United States’ sovereign immunity for

actions brought pursuant to 11 U.S.C. § 544(b)(1). 

3Section 550(a)(1) provides: "Except as otherwise provided in this section, to the extent that a transfer is avoided under section 544, 545, 547,

548 . . . of this title, the trustee may recover for the benefit of the estate,

the property transferred, or, if the court so orders, the value of such property, from—(1) the initial transferee of such transfer or the entity for

whose benefit such transfer was made; or (2) any immediate or mediate

transferee of such initial transferee." The bankruptcy court held that IRS

was an "initial transferee" under § 550(a)(1) and was thus liable to the

trustee for the transfer of funds. Abatement I, 301 B.R. at 828-29. 

4The doctrine is best summarized as the principle that once a taxpayer

voluntarily pays a tax or other governmental charge, under mistake of

law or an illegal imposition, no common law action lies for the recovery

of that tax absent a special statutory provision sanctioning a refund. See

Apostol v. Anne Arundel County, 421 A.2d 582, 585 (Md. 1980). 

4 IN RE: ABATEMENT ENVIRONMENTAL RESOURCES
301 B.R. at 834-35. The district court found that Maryland law provided no cause of action to recover a tax voluntarily paid, even if in

error or under an illegal imposition, absent a special statutory provision allowing a refund. Id. at 833-35. Accordingly, the district court

held that the Trustee was barred from recovery against the IRS on his

MUFCA claim. Id. at 835. The Trustee now appeals.

II.

We review the judgment of a district court sitting in review of a

bankruptcy court de novo, applying the same standards of review that

were applied in the district court. Litton v. Wachovia Bank (In re Litton), 330 F.3d 636, 642 (4th Cir. 2003). Specifically, we review the

bankruptcy court’s factual findings for clear error, while we review

questions of law de novo. Id.

III.

This appeal presents an unusual question under Maryland fraudulent conveyance law, namely whether a bankruptcy trustee may

recover tax payments made by a debtor, authorized by its principal

officer, to satisfy tax liabilities of said officer. This attempt to use a

state law fraudulent conveyance action as a tax recovery provision

clearly does not conform to the origins or purposes of fraudulent conveyance doctrine. See infra. Thus, with that background in mind, we

proceed to analyze the application of the MUFCA in this most peculiar context.5

5We note that despite the unusual use of the MUFCA as a vehicle for

tax recovery, Trustee Field has attempted to employ this remedy before

and has been expressly foreclosed from doing so. In Field v. Montgomery County, Md. (In re Anton Motors, Inc.), 177 B.R. 58 (Bankr. D. Md.

1995), Trustee Field attempted to use the MUFCA to recover as fraudulent conveyances several real property tax payments made by the debtor

to cover the personal obligations of that debtor’s president. The bankruptcy court held that Maryland’s voluntary payment doctrine barred

Field from utilizing the MUFCA in such a manner. Id. at 66-67. Despite

this indistinguishable holding, Trustee Field has repeatedly expressed

surprise and dismay that the district court in the instant case followed In

re Anton Motors, see Abatement II, 301 B.R. at 833-35, to bar his recovIN RE: ABATEMENT ENVIRONMENTAL RESOURCES 5
Fraudulent conveyance law has its origins in the Statute of 13 Elizabeth, ch. 5 (1571). See 5 Collier on Bankruptcy ¶ 548.01 (15th Ed.

Revised). The purpose of the fraudulent conveyance doctrine is to

prevent assets from being transferred away from a debtor in exchange

for less than fair value, leaving a lack of funds to compensate the

creditors. Id. In the foundational fraudulent conveyance case, In re

Twyne’s Case, 3 Co. Rep. 806, 76 Eng. Rep. 809 (Star Chamber

1601), the Star Chamber examined the facts surrounding such transfers to determine whether they had "signs and marks" of a fraudulent

or malicious intent, such as secret transfers, continued ownership or

possession of property after its alleged transfer, self-serving representations in transfer documents that the transfer was not intended to

defraud creditors, transfers of substantially all assets, or transfers

made while action was pending against the transferor. See also Collier’s, supra. In short, fraudulent conveyance law is aimed at preventing debtors from making collusive transfers to others — often friendly

recipients — in an attempt to avoid their creditors. See Fraudulent

Conveyance Law & its Proper Domain, Douglas G. Baird & Thomas

H. Jackson, 38 Vand. L. Rev. 829, 830 (1985) ("A debtor cannot

manipulate his affairs in order to shortchange his creditors and pocket

the difference. Those who collude with a debtor in these transactions

are not protected either."). 

In the United States, § 67(e) of the 1898 Bankruptcy Act directly

copied much of the Statute of 13 Elizabeth. Most states followed suit,

either recognizing 13 Elizabeth through common law, or expressly

adopting or reenacting it. See Fick v. Perpetual Title Co., 694 A.2d

ery despite the fact that neither party argued the voluntary payment doctrine below. See, e.g., Appellant’s Br. at 6 ("The District Court reversed

the Bankruptcy Court[ ] . . . on a ground that the United States did not

argue or even raise in defending against Trustee Field’s fraudulent conveyance action . . . . No doubt, that is because the ground is as novel as

it is, as a matter of law, incorrect."). Given Trustee Field’s apparent failure to appeal In re Anton Motors to the district court, and the Maryland

Court of Special Appeals’ subsequent favorable citation of In re Anton

Motors, see Molovinsky v. Fair Employ. Council of Greater Wash., Inc.,

839 A.2d 755, 765 (Md. Ct. Spec. App. 2003), Field’s expressed surprise

at the district court’s holding appears somewhat disingenuous. 

6 IN RE: ABATEMENT ENVIRONMENTAL RESOURCES
138, 143 (Md. Ct. Spec. App. 1997) (citing 37 C.J.S. Fraudulent Conveyances § 2, at 852 (1943)). Maryland adopted the English statute,

1 Alexander’s British Statutes 499 (Coe’s ed. 1912), which remained

in effect until 1920, when the MUFCA was adopted. See Fick, 694

A.2d at 143; see also Clinton Petroleum Servs., Inc. v. Norris, 319

A.2d 304, 307 (Md. 1974) (stating that the MUFCA "replaced in virtually identical terms the statute of 13 Elizabeth"). The Maryland

Court of Appeals remarked of the statute, "[t]he Uniform Act is

declaratory of the common law and is practically a restatement of the

Statute of 13 Elizabeth." Westminster Sav. Bank v. Sauble, 39 A.2d

862, 864 (Md. 1944) (citations omitted); see also Damazo v. Wahby,

305 A.2d 138, 141-142 (Md. 1973) (reiterating that the MUFCA is

declaratory of common law and did not restrict the legal or equitable

remedies already available to a creditor). 

Section 15-204 of the MUFCA, under which the bankruptcy court

held the Trustee could recover, provides: "Every conveyance made

and every obligation incurred by a person who is or will be rendered

insolvent by it is fraudulent as to creditors without regard to his actual

intent, if the conveyance is made or the obligation is incurred without

fair consideration." Md. Code Ann., Com. Law § 15-204. Such a

fraudulent conveyance claim thus consists of two elements (1)

whether fair consideration was present and (2) whether the transferor

is or will be rendered insolvent. See Lacey v. Van Royen, 267 A.2d

91, 93-95 (Md. 1970). In this case, it is uncontested that IRS did not

directly extend consideration to Abatement in exchange for the

$212,000 in tax payments. However, it is entirely unclear whether

Abatement received "fair consideration" from Downey, the principal,

in exchange for having paid tax liabilities on his behalf. 

The MUFCA defines "fair consideration" as follows: 

Fair consideration is given for property or an obligation, if:

(1) In exchange for the property or obligation, as a fair

equivalent for it and in good faith, property is conveyed or

an antecedent debt is satisfied; or 

(2) The property or obligation is received in good faith to

secure a present advance or antecedent debt in an amount

IN RE: ABATEMENT ENVIRONMENTAL RESOURCES 7
not disproportionately small as compared to the value of the

property or obligation obtained. 

Md. Code Ann., Com. Law § 15-203. 

At oral argument, the court asked Appellant’s counsel whether

Abatement had received consideration from Downey in exchange for

the $212,000 paid to the IRS — whether such consideration from

Downey was in the form of monies owed in repayment of salary,

bonus, loan or some other obligation for services rendered. Appellant’s counsel repeatedly answered that it had made no proffer of a

lack of consideration from Downey before the bankruptcy court or the

district court, and further expressed that he was uncertain how Abatement’s financial records reflected the three checks paid to IRS for

Downey’s benefit. Given the lack of such showings, we have no way

to determine whether the principal’s actions were indeed adverse to

the corporation, or whether Debtor’s transfer to IRS was made to satisfy an obligation to Downey and consideration flowed to Debtor

from the third-party. See Harman v. First Am. Bank of Md. (In re Jeffrey Bigelow Design Group, Inc.), 956 F.2d 479, 485 (4th Cir. 1992)

("It is well settled that reasonably equivalent value can come from

one other than the recipient of the payments, a rule which has become

known as the indirect benefit rule.") (citing Rubin v. Mfrs. Hanover

Trust Co., 661 F.2d 979 (2d Cir. 1981)). 

As the Second Circuit recognized in Rubin, "[t]hree-sided transactions . . . present special difficulties" in determining whether "fair

consideration" is present, but "a debtor may sometimes receive ‘fair’

consideration even though the consideration given for his property or

obligation goes initially to a third person." Id. at 991. The court further remarked "[i]f the consideration given to the third person has ultimately landed in the debtor’s hands, or if the giving of the

consideration to the third person otherwise confers an economic benefit upon the debtor, then the debtor’s net worth has been preserved

. . . ." Id. (emphasis added); see also In re Jeffrey Bigelow, 956 F.2d

at 485 ("[T]he focus is whether the net effect of the transaction has

depleted the bankruptcy estate."). 

Here, there is a distinct possibility that precisely such a situation

occurred where Abatement received an economic benefit; i.e., Dow8 IN RE: ABATEMENT ENVIRONMENTAL RESOURCES
ney was owed monies by Abatement, Debtor made the transfer to IRS

on Downey’s behalf, and its net worth was not reduced because it

simply satisfied an outstanding liability. See, e.g., Klein v. Tabatchnick, 610 F.2d 1043, 1047 (2d Cir. 1979) (holding a transaction’s benefit to the debtor "need not be direct; it may come indirectly through

benefit to a third person"); Williams v. Twin City Co., 251 F.2d 678,

681 (9th Cir. 1958) (analyzing "fair consideration" under the federal

bankruptcy act and holding "[c]onsideration can run to a third party,

so long as it is given in exchange for the promise sought to be

enforced"); Barr & Creelman Mill & Plumbing Supply Co. v. Zoller,

109 F.2d 924, 926 (2d Cir. 1940) (good faith novation agreement may

constitute consideration); Hofler v. Marion Lumber Co., 233 F. Supp.

540, 543 (D.S.C. 1964) (examining Uniform Fraudulent Conveyance

Act and stating, "[c]onsideration, of course, may run to a third party").

In this case, we cannot conclude that Debtor received no consideration for its transfer to the IRS. 

At oral argument, the Trustee’s counsel contended, however, that

the Trustee’s failure to show an absence of consideration was of no

moment because the IRS had the burden to show that Abatement

received no consideration from Downey. In support of this proposition, Appellant’s counsel cited Braunstein v. Walsh (In re Rowanoak

Corp.), 344 F.3d 126 (1st Cir. 2003). We find Rowanoak contrary to

the position that Appellant claims it represents. 

While Rowanoak did not concern the unusual tax recovery theory

the Trustee asserts in this case, it did involve a Chapter 7 trustee’s

action under Massachusetts fraudulent conveyance law.6 In

Rowanoak, two years prior to filing for bankruptcy, the debtor corpo6The Massachusetts provision at issue in Rowanoak states: "A transfer

made or obligation incurred by a debtor is fraudulent as to a creditor . . .

if the debtor made the transfer or incurred the obligation: . . . without

receiving a reasonably equivalent value in exchange for the transfer or

obligation, and the debtor: (i) 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; or (ii)

intended to incur, or believed or reasonably should have believed that he

would incur, debts beyond his ability to pay as they became due." Mass.

Gen. Laws ch. 109A, § 5(a). 

IN RE: ABATEMENT ENVIRONMENTAL RESOURCES 9
ration, Rowanoak, made six payments from its bank account to the

mother of its principal. 344 F.3d at 128. The trustee, uncertain about

the basis for the checks, filed a motion to compel Rowanoak to turn

over its books and records to the trustee. In response, the principal

filed an affidavit stating it did not have documents in its possession

relevant to payments made by the debtor to the principal’s mother. Id.

The trustee then commenced an adversary proceeding seeking to

recover the six payments as fraudulent conveyances. In response, the

principal’s mother claimed that the checks represented payments on

various pre-petition loans made by the principal to the company.

Unlike the instant case, the bankruptcy court held an evidentiary hearing, and heard testimony from the principal, her mother and the

trustee, and considered evidence of "canceled checks, check registers,

and credit card statements." Id. at 129. After considering the evidence, the court concluded that all of the checks from the principal’s

mother had been made payable to the principal, not the corporation,

and that Rowanoak’s tax returns did not identify any outstanding

loans to the principal’s mother. Id.

The First Circuit held that "the Trustee undisputably has the burden

of proving the transfers were fraudulent, and this burden never shifts

to [principal’s mother]." Id. at 131. The court continued, "to meet his

prima facie burden, the Trustee had to present sufficient evidence to

establish the negative proposition that [principal’s mother] did not

loan funds to Rowanoak." Id. at 132 (emphasis added). The court concluded that the trustee carried that burden by "present[ing] evidence

that no documents, such as a promissory note, mortgage, or security

interest supported [principal’s mother’s claim] that she had loaned

money to Rowanoak." Id. Although Rowanoak does not feature the

third-party complication at issue here — specifically, did the debtor

pay transferee to satisfy an obligation to principal — it clearly rejects

the proposition Appellant claims it represents, namely that the transferee, not the debtor, has the burden to show lack of consideration.7

7During the bankruptcy court proceeding, although the IRS mistakenly

argued that Downey, not Abatement, was the transferor, it correctly

noted that the Trustee failed to carry his burden to "show that the debtor

did not receive reasonably equivalent value in exchange for the money

taken by Downey," see IRS’s Bankr. Ct. Br. at 17 (citing cases), and that

"[t]he trustee has proffered no evidence whatsoever that the debtor

10 IN RE: ABATEMENT ENVIRONMENTAL RESOURCES
See also Oles Envelope Corp. v. Oles, 65 A.2d 899, 903 (Md. 1949)

("Where a conveyance is valid on its face, the burden of proof is upon

the party attacking the conveyance to show either (1) that it was not

made upon a good consideration, or (2) that it was made with a fraudulent intent on the part of the grantor to hinder, delay or defraud his

creditors . . . .") (citations omitted); Totten v. Brady, 54 Md. 170

(1880) ("The burden of proof is upon the complainants to show that

the deeds in question were made without consideration . . . .");

Colandrea v. Union Home Loan Corp. (In re Colandrea), 17 B.R.

568, 579 (Bankr. D. Md. 1982) (holding that trustee "proved that no

consideration flowed to [debtor] in exchange for the mortgage," and

only after trustee showed the absence of any consideration "Maryland

law placed the burden of proof as to the solvency of the transferor

upon the party claiming under the conveyance"); Gen. Elec. Credit

Corp. v. Murphy (In re Duque Rodriguez), 895 F.2d 725, 726 n.1

(11th Cir. 1990) (burden of proving "reasonably equivalent" value

under fraudulent conveyance provision of 11 U.S.C. § 548(a)(2)(A)

lies with the trustee challenging the transfer); Rubin, 661 F.2d. at 993

(stating that the trustee has the burden of proving the absence of "fair

consideration") (citations omitted).8 Because the Trustee has failed to

carry his burden to show that Abatement received no fair consideration from Downey, or another source, as a result of its transfer to

IRS, we conclude that he cannot satisfy the MUFCA. 

received less than reasonably equivalent value in exchange for the transfers at issue in this case. The transfers to and by Downey, the president,

C.E.O. and ultimate shareholder of the debtor, could have been payment

of salary, repayment of a loan, or repayment of the debtor’s expenses."

Id.

8Despite the Trustee’s error as to who bears the burden of establishing

the absence of consideration, as Colandrea and other cases recognize, the

Trustee is correct that the burden of showing solvency to defeat a fraudulent conveyance action lies with the transferee. See Lacey, 267 A.2d at

98 ("[T]he burden of proving the solvency of the debtor, that is, that he

retained sufficient means to pay his debts after the voluntary conveyance,

is on the transferee.") (internal quotation marks and citation omitted).

Yet because the Trustee failed to present evidence on the consideration

prong, examination of the solvency prong is unnecessary. 

IN RE: ABATEMENT ENVIRONMENTAL RESOURCES 11
Although it is clear that Abatement owed no money directly to IRS,

the Trustee has offered no evidence to show that the company

received no consideration from a third party, specifically Downey, for

the transfer. Thus, to allow the Trustee to prevail merely upon a

showing that Abatement received no consideration from the transferee

would undercut the purposes of the fraudulent conveyance doctrine.

In analyzing fraudulent conveyances, Professor Glenn wrote of

whether a transfer was for value that "the test is whether, as a result

of the transaction, the debtor’s estate was unfairly diminished." 1 Gerrard Glenn, Fraudulent Conveyances and Preferences § 275 (rev. ed.

1940); see also Westminster Sav. Bank, 39 A.2d at 863 ("The object

of the statute was to aid in the suppression of fraud by protecting

creditors from any conveyances by debtors to relatives or friends

under the pretext of discharging a moral obligation."). Under the facts

as presented by the Trustee, we cannot conclude that Abatement’s

estate was unfairly diminished by the transfer to IRS. See 3 Norton

Bankruptcy Law & Practice 2d § 58:2 (1997 & Supp. 2003) (recognizing that under federal fraudulent conveyance law, like Maryland

law, "‘[v]alue’ includes the satisfaction of antecedent debt. Thus, a

fraudulent conveyance can occur where the debtor transfers property

for the benefit of a third party and receives no property or debt reduction in return."). If Abatement owed sums to Downey, the payment

to IRS — i.e., satisfaction of an "antecedent debt" constituting fair

consideration pursuant to Md. Code Ann., Com. Law § 15-203(a) —

did not unfairly diminish the company’s estate, rather it merely satisfied a preexisting obligation. 

IV.

Because Trustee Field failed to establish that Abatement received

no consideration from its principal Downey or another third-party

source for its payment to IRS on behalf of Downey, Appellant cannot

recover under the MUFCA. Accordingly, we do not need to examine

the district court’s conclusion that Maryland’s "voluntary payment"

doctrine serves as a bar to the MUFCA.

AFFIRMED

LUTTIG, Circuit Judge, concurring in the judgment: 

I concur only in the judgment reached by the court today.

12 IN RE: ABATEMENT ENVIRONMENTAL RESOURCES