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Geriatrics, Inc. v. McGee

Supreme Court of Connecticut

June 18, 2019

GERIATRICS, INC.
v.
HELEN MCGEE ET AL.

          Argued April 4, 2018

         Procedural History

         Action to recover damages for, inter alia, breach of contract, and for other relief, brought to the Superior Court in the judicial district of New Britain and tried to the court, Morgan, J.; judgment in part for the plaintiff, from which the plaintiff appealed. Reversed in part; new trial.

          Andrew P. Barsom, for the appellant (plaintiff).

          Jeremy S. Donnelly, for the appellee (defendant Stephen McGee).

          Palmer, McDonald, Robinson, D'Auria, Mullins, Kahn and Ecker, Js. [*]

          OPINION

          McDONALD, J.

         The Connecticut Uniform Fraudulent Transfer Act (CUFTA or act), General Statutes §§ 52-552a through 52-552l, provides relief to unsecured creditors when there has been a transfer of a debtor's assets and the circumstances establish that the transfer was fraudulent. The principal issue in this appeal is whether it would be improper to impute to the debtor a transfer of the debtor's assets by the debtor's agent under the law of agency. The act directs courts to apply the law of principal and agent unless such law is ‘‘displaced by'' the provisions of the act. General Statutes § 52-552k.

         The defendant Stephen McGee used a power of attorney granted to him by his elderly mother, the named defendant, Helen McGee (Helen), to transfer to himself funds from Helen's checking account, claiming that Helen had authorized him to reimburse himself for various services that he had provided or was continuing to provide to her. As a consequence of those transfers, Helen had insufficient assets to pay her debt to the plaintiff, Geriatrics, Inc., the owner and operator of a nursing home in which Helen resided for a period of time. The plaintiff appeals from the judgment of the trial court insofar as it rendered judgment in the defendant's favor on counts alleging fraudulent transfer under CUFTA and unjust enrichment. We conclude that the trial court, in rejecting the plaintiff's CUFTA claim, improperly failed to consider and apply agency principles when it decided that Helen's assets had been transferred by a ‘‘third party, '' the defendant, and not by the debtor, Helen. We further conclude that, in light of certain unrebutted evidence, the trial court did not abuse its discretion in rejecting the plaintiff's unjust enrichment claim. Therefore, we reverse in part and affirm in part the trial court's judgment.

         The record reveals the following undisputed facts. In late 2012, the defendant began to manage Helen's finances under a power of attorney.[1] In February, 2013, Helen was admitted to Bel Air Manor, a skilled nursing home operated by the plaintiff, and she agreed to pay for residency and related care. The defendant was not a party to this agreement. Although Medicare and private insurance paid Helen's expenses for the first nine months at Bel-Air Manor, she began accumulating debt once those benefits were exhausted.[2]

         In June, 2015, the plaintiff commenced the present action against Helen[3] and the defendant. In the counts brought against Helen, the plaintiff alleged that Helen had breached the residency agreement and had been unjustly enriched by her failure to pay in excess of $153, 000 for services provided to her to date. In the counts against the defendant, the plaintiff alleged that Helen had transferred assets to the defendant, an ‘‘insider'' under CUFTA; that those transfers left Helen with insufficient assets to pay her debts; that those transfers were made with the intent to hinder Helen's creditors; and that the defendant had provided nothing in exchange for the funds he received. The plaintiff alleged that this conduct constituted a fraudulent transfer inviolation of CUFTA and resultedin the defendant's unjust enrichment.[4" name="ftn.FN4" id= "ftn.FN4">4] The defendant admitted in his answer that Helen had transferred assets to him but denied the other substantive allegations.

         At trial, the plaintiff introduced checks drawn on bank accounts in Helen's name, signed by the defendant with the designation ‘‘POA'' (power of attorney). Some of the checks named various businesses as payees; forty-eight of the checks, issued over a three year period and totaling approximately $73, 000, named the defendant or his wife as payee.[5]

         The defendant did not testify at trial. He was unavailable due to illness, and his deposition was admitted into evidence by stipulation. In that deposition, the defendant testified that, in late 2012, he began to manage Helen's finances under a power of attorney agreement that Helen had given. He testified that various checks likely had been or were issued as payment for his power of attorney services, for which he charged $600 a month.[6] The defendant testified that he and Helen had made a verbal agreement that he would receive monthly fees for such services, and that the power of attorney agreement reflected that he could charge fees. The defendant also testified that he had cared for Helen before she was admitted to Bel Air, and that he and Helen had a verbal agreement that he could take ‘‘whatever's due [to him]'' for the personal care that he had provided. The defendant estimated the value of that care to be approximately $230 per day, based on the rate for comparable professional services.

         No testimony was received from Helen. She died a few months before trial commenced in September, 2016, and was never deposed.[7] However, Helen's interests were represented by counsel throughout the proceedings.[8] No cross claim was made on Helen's behalf against the defendant asserting either that he lacked authority to make the transfers to himself on her behalf or that he otherwise engaged in any wrongdoing in connection with these transfers.

         After the parties filed posttrial briefs, the court issued an order directing the plaintiff to file a supplemental brief clarifying the specific provisions of CUFTA on which it was relying and the factual and legal basis for each such claim. The court permitted the defendant to file a responsive supplemental brief. The plaintiff's supplemental brief asserted that the evidence at trial satisfied four statutory grounds-General Statutes §§ 52-552e (a) (1) and (2), and 52-552f (a) and (b). The court did not ask the parties to address, and neither party's brief did address, the significance, if any, of the fact that the transfers had been executed by the defendant pursuant to a valid power of attorney.

         The trial court rendered judgment in favor of the plaintiff on the breach of contract count against Helen on the basis of a stipulation in which Helen's counsel conceded liability on that count. The court rendered judgment for the defendant on all counts brought against him.

         In its memorandum of decision, the trial court made the following findings of fact, which were based solely on the defendant's deposition testimony.[9] When Helen's health first began to deteriorate, the defendant moved into her home to provide twenty-four hour a day care. He mainly offered physical aid, such as cooking and ordering groceries, bathing her, dressing her, and dealing with her incontinence. The defendant's wife assisted with Helen's care. This arrangement lasted for approximately two years. At that point, the defendant was no longer able to care for Helen because of his own debilitating disease and hired private caretakers to provide home care for her.

         After Helen was admitted to Bel-Air Manor in early 2013, the defendant and his wife continued to provide care to Helen in the form of managing her personal and financial affairs. At this time, the defendant held power of attorney for Helen and the power of attorney provided the defendant with access to the bank accounts in which Helen's Social Security and pension benefits were electronically deposited. The defendant exercised the power of attorney to pay some of his mother's past and present expenses directly to her creditors. From March, 2013 to March, 2016, the defendant, ‘‘acting under the power of attorney for Helen, '' also wrote checks to himself and to his wife totaling approximately $73, 000. The defendant and his wife used those funds to compensate themselves for the care that they had provided to Helen before and after her admission to Bel Air, to pay the defendant $600 a month for services as power of attorney, and as reimbursement for money loaned to Helen or spent on her behalf.[10]

         On the basis of these facts, the court reached the following conclusions. With regard to the fraudulent transfer claim, although all of the parties' filings and argument to the court proceeded from the view that Helen transferred the assets, the trial court on its own initiative raised the issue of whether the defendant himself was the transferor was with regard to these transactions in light of his testimony.[11] The court noted that it was not Helen, the debtor, who had actually executed the transfers, but instead it was the defendant, a ‘‘third party transferor.'' The court raised the issue because of language in CUFTA that provides for recovery when there is a transfer ‘‘made . . . by a debtor''; General Statutes §§ 52-552e and 52-552f; and which defines ‘‘[d]ebtor'' as ‘‘a person who is liable on a claim.'' General Statutes § 52-552b (6). The court then reasoned ‘‘that the act does not apply to the alleged transfers at issue in this case because [the defendant] is not a debtor of the plaintiff as that term is defined in the act, and the plain and unambiguous language of the act does not apply to third-party transferors.'' The court did not appear to consider whether the defendant's status as Helen's attorney-in-fact distinguished him from third parties generally. The court cited cases reasoning that the act could apply to a transfer made by a third party if the debtor ‘‘participated'' in the transfer but found no evidence that Helen had ‘‘participated in any fashion in the claimed fraudulent transfers . . . .'' Accordingly, the trial court held that the plaintiff had failed to make out a claim under CUFTA.

         With regard to the unjust enrichment claim, the trial court agreed that the plaintiff had a right to Helen's assets because of its contract with her, but it found that the defendant also had a right to those assets because of the services and loans he had provided to Helen before and after the debt to the plaintiff arose. On the basis of these facts, the court concluded that the plaintiff had failed to prove it had ‘‘a better legal or equitable right'' to Helen's assets than did the defendant. The trial court therefore held that the plaintiff had not established that the defendant was unjustly enriched at the plaintiff's expense.

         The plaintiff appealed from the judgment of the trial court with regard to the CUFTA and unjust enrichment counts rendered in the defendant's favor. We transferred the appeal from the Appellate Court to this court. See General Statutes § 51-199 (c); Practice Book § 65-1.

         I

         We begin with the fraudulent transfer claim. The plaintiff advances several arguments as to why the trial court improperly determined that there was not a transfer by Helen, as debtor, and therefore no liability under CUFTA. We need only reach one of those arguments, namely, that the trial court improperly failed to consider the defendant's status as Helen's attorney-in-fact and to apply agency principles in its analysis of the plaintiff's claim.[12]

         Whether CUFTA's requirement that the fraudulent transfer be ‘‘made by the debtor'' encompasses a transfer made by a debtor's attorney-in-fact presents a question of statutory interpretation, to which we apply well established rules of construction and exercise plenary review. See General Statutes § 1-2z (plain meaning rule); Canty v. Otto, 4 Conn. 546');">304 Conn. 546, 557-58, 41 A.3d 280 (2012) (general rules of construction aimed at ascertaining legislative intent).

         CUFTA provides relief to an unsecured creditor when there has been a ‘‘transfer made . . . by a debtor'' and that transfer is ‘‘fraudulent . . . .'' General Statutes §§ 52-552e and 52-552f. Although the present case turns on the first requirement-the trial court never reached the second-statutory meaning is always contextual. See General Statutes § 1-2z (directing court to consider related statutes to ascertain meaning). Therefore, we consider the framework of the entire act before turning to the specific question raised on appeal.

         To establish that a transfer is fraudulent, the creditor may, but need not, prove actual fraudulent intent. See General Statutes § 52-552e (a) (1) and (b) (transfer made with ‘‘actual intent to hinder, delay or defraud any creditor'').[13] Liability also can be established on the basis of constructive fraud when a transfer of the debtor's assets occurs after the creditor's claim arose and other circumstances are present, including that the debtor has not received reasonably equivalent value in exchange for the transfer, that the transfer renders the debtor insolvent (i.e., greater debts than assets), and/ or that the transfer is made to an insider, such as the debtor's relative.[4" name="ftn.FN14" id="ftn.FN14">14] See General Statutes § 52-552e (a) (2); General Statutes § 52-552f (a) and (b); see generally Badger State Bank v. Taylor, 276 Wis.2d 312, 328, 439');">688 N.W.2d 439 (2004) (‘‘[I]ntent is difficult to prove, and the drafters of the [Wisconsin] Uniform Fraudulent Transfer Act included provisions addressing transactions that might be considered wrongful toward creditors even if a debtor's intent to hinder, delay, or defraud is not proven. The focus in constructive fraud shifts from a subjective intent to an objective result. Proof of constructive fraud simply entails proof of the requirements of the statute.'' [Footnotes omitted; internal quotation marks omitted.]). When a creditor proves that a fraudulent transfer has occurred, the court may order avoidance of the transfer to the extent necessary to satisfy the creditor's claim, or may order various remedies to secure the asset from being dissipated. See General Statutes § 52-552h. Defenses and various other protections are available to a transferee who has taken the assets in good faith and under certain other circumstances. See General Statutes § 52-552i.

         Significantly for purposes of the present case, the act makes clear that its provisions are not the exclusive source of law governing fraudulent conveyances. General Statutes § 52-552k provides in relevant part: ‘‘Unless displaced by the provisions of [this act], the principles of law and equity, including . . . the law relating to principal and agent . . . supplement the provisions of said sections.''[15] That common-law principles and defenses supplement CUFT Aisconsistent with our recognition that CUFTA ‘‘is largely an adoption and clarification of the standards of the common law of [fraudulent conveyances], '' except that the act's remedies are broader than those available under the common law. (Emphasis omitted; internal quotation marks omitted.) Robinson v. Coughlin, 266 Conn. 1, 9, 830 A.2d 1114 (2003).

         This supplementary provision is relevant to the present case because a grant of a power of attorney creates a principal-agent relationship. ‘‘Under our common law, a power of attorney creates a formal contract of agency between the grantor and his [attorney-in-fact]. Long v. Schull, 4 Conn. 252');">184 Conn. 252, 256, 439 A.2d 975');">439 A.2d 975 (1981). Under our statutory law, this agency relationship encompasses a variety of transactions that the grant or presumptively has authorized his [attorney-in-fact] to undertake on his behalf. General Statutes [(Rev. to 2009)] § 1-42 et seq.''[16] Kindred Nursing Centers East, LLC v. Morin, 125 Conn.App. 165, 167, 7 A.3d 919 (2010); see also 2A C.J.S. 589-90, Agency § 23 (1972) (‘‘An attorney-in-fact is one who is given authority by his principal to do a particular act not of a legal character; a person appointed by another by a letter or power of attorney to transact any business for him out of court. . . . [A]ttorneys-in-fact created by formal letters of attorney are merely agents, and their authority and the manner of its exercise are governed by the principles of the law of agency.'' [Footnotes omitted.]). Our statutory law recognized that, when an attorney-in-fact undertakes transactions in that capacity, he is acting as the ‘‘alter ego of the principal . . . .'' General Statutes (Rev. to 2015) § 1-55.

         In light of the agency relationship created between Helen and the defendant pursuant to the power of attorney, under which the law of agency generally would impute to Helen the defendant's transfers of Helen's assets, we must consider whether this application of agency law is displaced by the provisions in the act. Guidance as to what the phrase ‘‘displaced by'' means is available in a comment to an identical provision in the Uniform Commercial Code (UCC) incorporating common-law principles and defenses. See General Statutes § 42a-1-103 (b); see also General Statutes § 50a-64 (incorporating same supplementary principles for Uniform Foreign-Money Claims Act, General Statutes § 50a-50 et seq.). That comment explains that these common-law principles would be displaced if they were inconsistent with a provision of the UCC or the UCC's principles and policies. See comment (2) to Uniform Commercial Code § 1-103, Conn. Gen. Stat. Ann. § 42a-1-103 (b) (West 2009) p. 21.

         The policy underlying the act-protecting unsecured creditors from debtors who place assets beyond the reach of their unsecured creditors[17]-undoubtedly is best served by applying the law of agency to the matter at hand. See Badger State Bank v. Taylor, supra, 276 Wis.2d 330 (‘‘The Uniform Fraudulent Transfer Act [(1984), 7A U.L.A. 274 (1999)] reflects a strong desire to protect creditors and to allow for the smooth functioning of our [credit based] society. It is a creditor-protection statute. Without such protection for creditors, [c]reditors would generally be unwilling to assume the risk of the debtor's fraudulent transfers.'' [Footnotes omitted; internal quotation marks omitted.]). The words of this court regarding our original fraudulent conveyance statute apply equally to CUFTA: ‘‘As the statute was enacted for the suppression of fraud, the advancement of justice and the promotion of the public good, it should be liberally and beneficially construed to suppress the fraud, abridge the mischief and enlarge the remedy. . . . [T]he common law . . . supplements the statute to the end that justice may be done.'' (Citations omitted; internal quotation marks omitted.) Allen v. Rundle, 50 Conn. 9, 32 (1882). Given that the failure to apply the law of agency would create an easy end run around the act, and frustrate the ability of creditors to secure payment for debts owed to them, application of agency principles is manifestly consistent, not inconsistent, with the policies underlying the act. We cannot hypothesize a single adverse consequence that would arise from applying agency law under these circumstances.

         Despite the fact that application of agency law would advance the policies underlying the act, we are bound to consider whether its application would be inconsistent with any specific provisions of the act. To this end, we observe that, even in the absence of this supplementary provision, this court has recognized ‘‘the general rule that [u]nless a statute provides to the contrary . . . principals may act through agents . . . .'' (Citations omitted; emphasis added; internal quotation marks omitted.) Rich-Taubman Associates v. Commissioner of Revenue Services, 236 Conn. 613, 619, 4 A.2d 805');">674 A.2d 805 (1996); see, e.g., id., 620-21 (‘‘Applying the law of agency to the tax statutes, we conclude that the plaintiff, concededly acting as the city's agent when purchasing materials and services for the parking garage, is not liable for use taxes on purchases made within the scope of its authority. . . . [General Statutes §] 12-412 [1] does not abrogate the [common-law] rule of agency that the actions of an agent, who is acting for a disclosed principal, are, as a matter of law, the actions of the principal.'' [Citation omitted.]). There is no provision in CUFTA that explicitly or even implicitly provides that acts of the debtor's agent shall not be imputed to the debtor.

         Nor do we infer any inconsistency from the fact that the act applies to ‘‘[a] transfer made or obligation incurred by a debtor''; General Statutes §§ 52-552e and 52-552f; and defines a debtor, unsurprisingly, as ‘‘a person who is liable on a claim.'' General Statutes § 52-552b (6). It would make no sense for the act to define debtor to include the debtor's agent, because an agent is not liable for the principal's debt. See Rich-Taubman Associates v. Commissioner of Revenue Services, supra, 236 Conn. 619 (‘‘the agent is not liable where, acting within the scope of his authority, he contracts with a third party for a known principal'' [internal quotation marks omitted]); see also 2 Restatement (Third), Agency §§ 6.01 through 6.04, pp. 3-55 (addressing principal and agent liability for contracts executed by agent). It would similarly be illogical to include the debtor's agent in the substantive provisions of the act (i.e., ‘‘transfer made or obligation incurred by a debtor or the debtor's agent'' [emphasis added]). Agency law dictates when an agent's acts shall be imputed to the principal and the limited circumstances under which an agent can be liable for a principal's debt. See, e.g., 2 Restatement (Third), supra, §§ 6.02 through 6.04, pp. 28-55 (addressing agent's liability when principal is unidentified or undisclosed or lacks capacity to be party to contract). Surely, we would not disregard agency principles and hold that the debtor was not liable on the claim simply because the obligation was executed by the debtor's authorized agent. See, e.g., Hallas v. Boehmke & Dobosz, Inc., 239 Conn. 658, 673, 491');">686 A.2d 491 (1997) (‘‘[a] principal is generally liable for the authorized acts of his agent'' [internal quotation marks omitted]).

         It is important to be clear that the CUFTA claim in this appeal does not allege that the defendant/agent is personally liable on the claim (i.e., the debt for Helen's nursing home services) and hence legally is the debtor. Rather, the claim is that the defendant's act of transferring Helen's assets made under the lawful authority of a power of attorney is an act imputed to her. Had the defendant fraudulently transferred Helen's assets to a third party, for example, the CUFTA action would have had to have been brought against that third party, not the defendant. See 37 Am. Jur. 2d 705-706, Fraudulent Conveyances and Transfers § 162 (2013).[18] The plaintiff is not claiming that it has the right to recover from the defendant those assets that were paid to Helen's other creditors, only those assets that he transferred as Helen's attorney-in-fact to himself as transferee.[19] Cf. Abbott Terrace Health Center, Inc. v. Parawich, 120 Conn.App. 78, 79, 88, 990 A.2d 1267 (2010) (concluding that allegations stated valid cause of action for fraudulent transfer against defendant when complaint alleged, inter alia, that defendant's aunt ‘‘acting through the defendant as her [attorney-in-fact], transferred certain moneys in her bank accounts to the defendant'' just before entering into nursing home, transfer of assets rendered aunt unable to meet her financial obligations, and aunt conveyed assets without adequate consideration [emphasis added]).

         Additional evidence that application of agency principles would not be inconsistent with the provisions of the act is reflected in the act's definition of ‘‘transfer.'' The term could hardly be defined more broadly: ‘‘every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease and creation of a lien or other encumbrance.'' (Emphasis added.) General Statutes § 52-552b (12); see In re Neri Bros. Construction Corp., 593 B.R. 100, 141 (Bankr. D. Conn. 2018) (describing identical definition of transfer in federal Bankruptcy Code being ‘‘as broad as possible'' [internal quotation marks omitted]). This sweeping definition was in fact derived from the United States Bankruptcy Code; see Unif. Fraudulent Transfer Act (1984) § 1, comment (12), 7A U.L.A. 261 (2017); which has a fraudulent conveyance provision similar to the one in CUFTA. See 11 U.S.C. § 548 (2012). In bankruptcy cases in which a transfer has been executed pursuant to a power of attorney, the transfer is imputed to the debtor, such that the case turns exclusively on the question of whether fraud (actual or constructive) has been established under the facts. See, e.g., In re Simione, 229 B.R. 329, 330, 335 (Bankr. W.D. Pa. 1999) (trustee for creditors was entitled to judgment in case seeking to avoid transfer executed by debtor's relatives under power of attorney on basis of constructive fraud because ‘‘[t]he [t]ransfer caused the [d]ebtor to become insolvent and no reasonably equivalent value was given to the [d]ebtor in exchange for the [t]ransfer''); see also In re Gordon, 293 B.R. 817, 822-23 (Bankr. M.D. Ga. 2003) (discussing different approaches taken by courts as to whether fraudulent intent of agent may beimputed to debtor in various contexts, including agency in spousal context, and noting that ‘‘[o]ne reason courts are hesitant to impute intent is that the marital relationship, by itself, does not always give rise to a legal partnership or agency.'').[20] Therefore, we see no basis to conclude that application of agency principles would be inconsistent with the provisions of the act.

         The propriety of imputing a transfer made by the debtor's agent to the debtor has even greater force in a case like the present one. The debtor, Helen, was a represented party in this action, and she did not challenge the legality or propriety of the transfers. In effect, Helen's acquiescence ratified the transfers made by the defendant.[21] See Community Collaborative of Bridgeport, Inc. v. Ganim, 41 Conn. 546');">241 Conn. 546, 561-62, 698 A.2d 245 (1997) (‘‘Ratification requires acceptance of the results of the act with an intent to ratify, and with full knowledge of all the material circumstances. . . . [S]ilence, as well as affirmative acts, may imply an intent to ratify.'' [Citations omitted; internal quotation marks omitted.]).

         Finally, we are mindful that a provision in the act directs the court not only to apply and construe its provisions ‘‘to effectuate their general purpose, '' but also ‘‘to make uniform the law'' among other states enacting them. General Statutes § 52-552l. No court, however, has expressly addressed the question before us. Courts in three jurisdictions have treated a transfer by an attorney-in-fact as a transfer subject to the act, as we do here, but without any analysis of that issue. See Schempp v. Lucre Management Group, LLC, 18 P.3d 762, 765 (Colo.App. 2000), cert. denied, Colorado Supreme Court, Docket No. 00SC667 (February 26, 2001); Aristocrat Lakewood Nursing Home v. Mayne, 133 Ohio App.3d 651, 662-67, 729 N.E.2d 768 (1999); Rosier v. Rosier, 227 W.Va. 88, 101 n.5, 705 S.E.2d 595 (2010). We surmise that the parties in these cases were operating under the same logical assumption reflected in the parties' pleadings in the present case, that the act of the agent would be imputed to the principal as a matter of law. On the other hand, courts in two jurisdictions have applied the same ‘‘plain meaning'' analysis that our trial court did, and reached the same conclusion as did the trial court here, but they too did not acknowledge the supplementary provision incorporating agency law, let alone the defendant's status as the debtor's agent. See Folmar & Associates, LLP v. Holberg, 776 So.2d 112, 116-18 (Ala. 2000), overruled in part on other grounds by White Sands Group, L.L.C. v. PRS II, LLC, 32 So.3d 5, 14 (Ala. 2009); Presbyterian Medical Center v. Budd, 832 A.2d 1066, 1074 (Pa. Super. 2003).

         One court has rejected a creditor's claim that the Uniform Fraudulent Transfer Act provided for recovery against the debtor's attorney-in-fact under agency principles but under materially different circumstances. See Methodist Manor Health Center, Inc. v. Py, 307 Wis.2d 501, 514-15, 46 N.W.2d 824');">746 N.W.2d 824 (App. 2008). Py addressed a claim of conversion against the debtor's granddaughter, who, pursuant to a power of attorney, executed checks as specifically directed by her grandmother to other persons. Id., 504, 506. The granddaughter was neither the debtor nor the transferee, but the creditor nonetheless sought to recover from her. It was in this context that the Wisconsin Appellate Court expressed the concern that ‘‘strictly applying agency principles in this scenario would disfavor unknowing and, in many cases, unsophisticated agents who were doing nothing more than attempting to assist an elderly parent or grandparent with their finances.'' (Internal quotation marks omitted.) Id., 517; cf. Badger State Bank v. Taylor, supra, 276 Wis.2d 322 (citing supplementary provision in context of transfer by president and principal shareholder of corporation acting as agent to principal corporation and stating that ‘‘[n]othing in [the applicable fraudulent conveyance provision] indicates that it displaces the law relating to principal and agent'').

         The facts in Py clearly supported the court's determination that no recovery could be had under those circumstances. Nothing in our decision means that an attorney-in-fact can be personally liable on the principal's debt simply because he or she executed the transfers, even if the attorney-in-fact knew that the debtor may thereby be rendered insolvent. See In re M. Blackburn Mitchell, Inc., 4 B.R. 117');">164 B.R. 117, 123-24 (Bankr. N.D. Cal. 1994) (citing case law from Seventh and Ninth Circuit Courts of Appeals for propositions in bankruptcy case that ‘‘[a] party who acts as a conduit and who merely facilitates the transfer from the debtor to a third party, is not an ‘initial transferee,' '' and that court must ‘‘examine whether the party receiving the funds exercised dominion or control over the money for its own account, that is, not merely as an agent for a third party'').

         In sum, applying the law of agency is not inconsistent with the provisions or policies of the act. Not applying the law of agency would, in fact, undermine the purposes of the act without providing any commensurate benefit. If any innocent transferee is the recipient of funds fraudulently transferred by the debtor's agent, the same defenses are available as would have been ...


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