Wheeler Bros., Inc. v. Jones et al

Filing 176

MEMORANDUM OF DECISION. Signed by Honorable Judge Paul G. Byron on 5/15/2017. (kh, )

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF ALABAMA
NORTHERN DIVISION
WHEELER BROS., INC.,
Plaintiff,
v.

Case No: 2:14-cv-1258-PGB-TFM

ROBERT L. JONES, JR., VIRGINIA
JONES, ADVANCED FLEET SERVICES,
LLC, ROBERT L. JONES, III, JONATHAN
CATON JONES, PIRATES TOW, LLC,
LAVENIA A. JONES, ROBERT L.
JONES, SR., A&B DEVELOPMENTS,
LLC, A&B PROPERTIES, LLC, BEST
BUY AUTOMOTIVE & TIRES, LLC,
JONES BROTHERS ENTERPRISES,
LLC, and KYLE BREECE JONES,
Defendants.
MEMORANDUM OF DECISION
This cause comes before the Court following a one-day bench trial conducted on
March 13, 2017. 1 Having considered the pleadings, evidence, arguments, and relevant
legal authority, and having made determinations on the credibility of the witnesses, the
Court now announces its findings of fact and conclusions of law pursuant to Federal Rule
of Civil Procedure 52.

1.

The Court offers three introductory notes regarding the conduct of trial. First, this cause was originally
set to be tried by a jury. However, during a telephonic status conference held on March 10, 2017, all
prior demands for a jury trial were withdrawn and the parties stipulated to proceed to a bench trial.
(Doc. 168). Second, one of the Defendants, Jonathan Caton Jones, filed for bankruptcy protection four
days before the start of trial. Since the automatic stay had not been lifted by the time trial began, the
Court stayed all claims against Jonathan Caton Jones and proceeded as to the remaining Defendants.
(Id.). Third, none of the Defendants appeared at trial. Counsel for Defendants (who did appear at trial)
informed the Court that their clients requested that counsel not defend against Plaintiff’s claims in any
way. As a result, Defendants did not participate in opening statements or closing arguments, did not
object to Plaintiff’s evidence or cross-examine Plaintiff’s witnesses, and did not mount a case-in-chief.

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TABLE OF CONTENTS
INTRODUCTION ............................................................................................................. 3
APPLICABLE LAW ........................................................................................................ 4
Subject Matter Jurisdiction........................................................................................... 4
The Alabama Uniform Fraudulent Transfer Act ........................................................... 5
Piercing the Corporate Veil and Alter Ego ................................................................... 9
FINDINGS OF FACT .................................................................................................... 11
The Parties ................................................................................................................ 11
Wheeler’s Business With AFS and Junior ................................................................. 13
Tracking the Money ................................................................................................... 16
Testimony of Richard Harbin .................................................................................. 16
Testimony of Tara Gearhart ................................................................................... 22
CONCLUSIONS OF LAW............................................................................................. 36
Subject Matter Jurisdiction......................................................................................... 36
Breach of Contract, Unjust Enrichment, and Breach of Guaranty .............................. 36
Piercing the Corporate Veil and Alter Ego ................................................................. 36
Fraudulent Transfers—Actual Fraud.......................................................................... 38
Fraudulent Transfers—Constructive Fraud as to Present Creditors .......................... 53
Fraudulent Transfers—Constructive Fraud as to Present and Future Creditors ........ 73
Who Owes What ........................................................................................................ 90

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INTRODUCTION
1.

This dispute arises out of a contractual debt owed to Plaintiff and Defendants’
subsequent actions to evade the payment of that debt.

2.

Plaintiff initiated this lawsuit on December 30, 2014 by filing a forty-five-count
Complaint. In Counts I, II, and III, Plaintiff alleges claims for the breach of a sales
contract, unjust enrichment relating to the goods that were the subject of the sales
contract, and for the breach of a personal guaranty of the sales contract,
respectively.

In Counts IV through XLIV, Plaintiff seeks to avoid fraudulent

transfers of assets by Defendants pursuant to the Alabama Uniform Fraudulent
Transfer Act (“AUFTA”), Ala. Code §§ 8-9A-1 to -12. Lastly, in Count XLV, Plaintiff
seeks to pierce the corporate veils of the Defendant limited liability companies and
to disregard those companies as the alter egos of the individual Defendants who
own and operate them, so as to impose direct liability against the individual
Defendants for the fraudulent transfers alleged in Counts IV through XLIV.
3.

On March 4, 2016, the Court entered summary judgment in favor of Plaintiff on
Counts I, II, and III of the Complaint.

(Doc. 109).

Accordingly, this matter

proceeded to trial on Counts IV through XIX (except that portion of Count X alleged
against Jonathan Caton Jones), Counts XXI through XXV, Counts XXVII through
XXXI, Counts XXXIII through XXXIX, and Counts XLI through XLV (except that
portion of Count XLV alleged against Jonathan Caton Jones).

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APPLICABLE LAW
Subject Matter Jurisdiction
4.

Federal courts are courts of limited jurisdiction, meaning that they are conscribed
to hearing only those types of cases and controversies enumerated by Article III of
the United States Constitution or otherwise granted to them by the United States
Congress. Univ. of S. Ala. v. Am. Tobacco Co., 168 F.3d 405, 409 (11th Cir. 1999).
A federal court has the power to examine its subject matter jurisdiction at any time
during the proceedings, and may raise the issue on its own initiative. Id. at 410.
A federal court is powerless to hear a case over which it lacks subject matter
jurisdiction. Id.

5.

Federal courts have original jurisdiction over all civil actions between citizens of
different states where the amount in controversy exceeds $75,000.00. 28 U.S.C.
§ 1332(a)(1). An individual is a citizen of the state in which he or she is domiciled,
which is the state where the individual maintains his or her “true, fixed, and
permanent home.” McCormick v. Aderholt, 293 F.3d 1254, 1257–58 (11th Cir.
2002) (per curiam) (quoting Mas v. Perry, 489 F.2d 1396, 1399 (5th Cir. 1974)). A
corporation is a citizen of the state in which it is incorporated and the state in which
the corporation’s principal place of business is located. Rolling Greens MHP, L.P.
v. Comcast SCH Holdings L.L.C., 374 F.3d 1020, 1021 n.1 (11th Cir. 2004) (per
curiam). Unincorporated business entities, such as limited liability companies, are
citizens of every state in which each of its individual members are citizens. Id. at
1022. Diversity of citizenship “must be present at the time the complaint is filed”

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in order to invoke a federal court’s subject matter jurisdiction under § 1332. Mas,
489 F.2d at 1399. 2

The Alabama Uniform Fraudulent Transfer Act
6.

The AUFTA provides a cause of action for a creditor to avoid a fraudulent transfer
of assets made by a debtor. See Ala. Code. § 8-9A-7(a)(1).

7.

A “creditor” is “[a] person who has claim,” id. § 8-9A-1(4), and a “debtor” is “[a]
person who is liable on a claim,” id. § 8-9A-1(6). A “claim” is “[a] right to payment,
whether or not the right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured.” Id. § 8-9A-1(3).

8.

Under the AUFTA, the word “transfer” means “[e]very 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.” Id. § 8-9A-1(13).

9.

The AUFTA distinguishes between actual fraud and constructive fraud in
characterizing the nature of a transfer made by a debtor and sought to be avoided
by a creditor.

10.

A transfer of assets is the result of actual fraud when “the debtor [makes] the
transfer with actual intent to hinder, delay, or defraud any creditor.” Id. § 8-9A4(a). The AUFTA provides a non-exhaustive list of factors—commonly referred to
as “badges of fraud”—to consider when determining whether a debtor made a

2.

In Bonner v. City of Prichard, 661 F.2d 1206, 1209 (11th Cir. 1981) (en banc), the Eleventh Circuit
adopted as binding precedent all of the decisions of the former Fifth Circuit that were handed down
prior to October 1, 1981.

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transfer “with actual intent to hinder, delay, or defraud.” Those factors include
whether:
(1)

The transfer was to an insider;

(2)

The debtor retained possession or control of the property
transferred after the transfer;

(3)

The transfer was disclosed or concealed;

(4)

Before the transfer was made the debtor had been sued
or threatened with suit;

(5)

The transfer was of substantially all the debtor’s assets;

(6)

The debtor absconded;

(7)

The debtor removed or concealed assets;

(8)

The value of the consideration received by the debtor
was reasonably equivalent to the value of the asset
transferred;

(9)

The debtor was insolvent or became insolvent shortly
after the transfer was made;

(10) The transfer occurred shortly before or shortly after a
substantial debt was incurred; and
(11) The debtor transferred the essential assets of the
business to a lienor who transferred the assets to an
insider of the debtor.
Id. § 8-9A-4(b).
11.

A transfer of assets is constructively fraudulent in one of three scenarios. First,
A transfer made by a debtor is fraudulent as to a creditor,
whether the creditor’s claim arose before or after the transfer
was made, if the debtor made the transfer without receiving a
reasonably equivalent value in exchange for the transfer and
the debtor:
(1)

Was 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

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(2)

Intended to incur, or believed or reasonably should
have believed that he or she would incur, debts
beyond his or her ability to pay as they became due.

Id. § 8-9A-4(c). Second,
A transfer made by a debtor is fraudulent as to a creditor
whose claim arose before the transfer was made if the debtor
made the transfer without receiving a reasonably equivalent
value in exchange for the transfer and the debtor was
insolvent at that time or the debtor became insolvent as a
result of the transfer.
Id. § 8-9A-5(a). Third,
A transfer made by a debtor is fraudulent as to a creditor
whose claim arose before the transfer was made if the transfer
was made to an insider for an antecedent debt and the debtor
was insolvent at that time and the insider had reasonable
cause to believe that the debtor was insolvent.
Id. § 8-9A-5(b).
12.

For a debtor who is an individual, the term “insider” includes “[a] relative of the
debtor” and “[a] corporation in which the debtor is a director, officer, or person in
control.” Id. § 8-9A-1(8)(a). For a debtor who is a corporate entity, the term
“insider” includes a “director,” “officer,” or “person in control” of the debtor and any
“relative of a . . . director, officer, or person in control of the debtor.” Id. § 8-9A1(8)(b).

13.

“A debtor is insolvent if the sum of the debtor’s debts is greater than all the debtor’s
assets at a fair valuation.” Id. § 8-9A-2(a). “A debtor who is generally not paying
his debts as they become due is presumed to be insolvent.” Id. § 8-9A-2(b).

14.

Whether a debtor receives “reasonably equivalent value” for a transaction is
determined from the viewpoint of the debtor’s creditors. SE Prop. Holdings, LLC
v. Center, No. 15-0033-WS-C, 2016 WL 7493623, at *9 (S.D. Ala. Dec. 30, 2016).

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“Consideration having no utility from a creditor’s viewpoint does not satisfy the
statutory definition [of ‘reasonably equivalent value’].” Id. (alterations omitted).
Stated differently, “the ‘touchstone’ of the ‘reasonably equivalent value’ analysis is
‘whether the parties exchanged comparable realizable commercial value.’” Id. at
*9 n.16 (quoting In re David Cutler Indus., Ltd., 502 B.R. 58, 73 (Bankr. E.D. Pa.
2013)). A debtor who gives nothing of intrinsic monetary value in exchange for an
asset has not given “reasonably equivalent value.” See id. at *9–10; Ala. Code
§ 8-9A-3(a) (excluding from the definition of “reasonably equivalent value”
unperformed promises to provide future support to the debtor or to a third person
on the debtor’s behalf).
15.

To avoid a fraudulent transfer of assets based on actual fraud under § 8-9A-4(a),
a plaintiff must prove two elements: (1) the plaintiff is a creditor of the defendant,
and (2) the defendant transferred an asset or an interest in an asset with the actual
intent to injure, delay, or defraud the plaintiff or any other creditor. 1 Ala. Pattern
Jury Instr. Civ. 18.22.

16.

To avoid a constructively fraudulent transfer of assets under § 8-9A-4(c), a plaintiff
must prove three elements: (1) the plaintiff is a creditor of the defendant, (2) the
defendant transferred an asset or an interest in an asset without receiving
reasonably equivalent value in exchange, and either (3)(a) the defendant intended
to incur (or believed or reasonably should have believed that he would incur) debts
beyond his ability to pay, or (3)(b) the defendant was engaged or was about to
engage in a business transaction for which the defendant’s remaining assets were
unreasonably small in relation. 1 Ala. Pattern Jury Instr. Civ. 18.21.

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17.

To avoid a constructively fraudulent transfer of assets under § 8-9A-5, a plaintiff
must prove three elements: (1) the plaintiff is a creditor of the defendant, (2) the
plaintiff’s claim arose before the defendant made the transfer at issue, and either
(3)(a) the defendant made the transfer without receiving reasonably equivalent
value in exchange and the defendant was insolvent when he made the transfer or
became insolvent as a result of the transfer, or (3)(b) the transfer was made to an
insider for an antecedent debt, the defendant was insolvent when he made the
transfer, and the insider had reasonable cause to believe that the defendant was
insolvent when he made the transfer. 1 Ala. Pattern Jury Instr. Civ. 18.20.

18.

The plaintiff who prevails against a debtor for having made a fraudulent transfer
“may recover judgment for the value of the asset transferred . . . or the amount
necessary to satisfy the [plaintiff’s] claim, whichever is less.” The judgment may
be entered against the first transferee of the asset, the person for whose benefit
the transfer was made, or any subsequent transferee of the asset other than a
good faith transferee who took the asset either for value or from a first subsequent
transferee. Ala. Code. § 8-9A-8(b).

Piercing the Corporate Veil and Alter Ego
19.

The general rule is that a corporation is a distinct legal entity form the individuals
who own and operate the corporation; as a result, a corporation’s owners and
operators ordinarily are not responsible for acts committed by the corporate entity.
Cohen v. Williams, 318 So. 2d 279, 281 (Ala. 1975).

20.

However, Alabama law recognizes a well-established equitable exception to the
general rule that owners and operators of a corporation are not responsible for the

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corporation’s acts.

When the owner or operator of a corporation uses the

corporation for the sole purpose of avoiding personal liability, it is said that the
corporation is merely the “alter ego” of the owner or operator, and the corporate
entity may be disregarded—that is, the corporate “veil” may be “pierced”—and
liability may be imposed directly against the owner or operator for the corporation’s
acts. Hill v. Fairfield Nursing & Rehab. Ctr., LLC, 134 So. 3d 396, 407 (Ala. 2013).
21.

It is well-settled that the doctrines of piercing the corporate veil and alter ego apply
equally where the business entity at issue is a limited liability company. Mama’s
Enters., LLC v. United States, 883 F. Supp. 2d 1128, 1134–35 (N.D. Ala. 2012);
see also Hill, 134 So. 2d at 411 (applying the doctrines of piercing the corporate
veil and alter ego to a limited liability company).

22.

To pierce the corporate veil and impose liability against a member or manager of
a limited liability company, a plaintiff must prove three elements: (1) the member
or manager exercised complete control and dominion over the company’s
finances, policies, and business practices such that the company “had no separate
mind, will, or existence of its own,” (2) the member or manager misused his or her
control and dominion over the company, and (3) the misuse caused the plaintiff’s
injuries. Messick v. Moring, 514 So. 2d 892, 894–95 (Ala. 1987).

23.

The question of whether to pierce the corporate veil and impose liability against a
member or manager of a limited liability company is fact-intensive and must be
resolved on a case-by-case basis. Hill, 134 So. 3d at 411. A non-exhaustive list
of factors to consider when answering the question include: (1) whether the
member or manager is the sole individual who owns and operates the company;

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(2) whether the company was set up as a means to evade or defraud creditors;
(3) whether the member or manager observes the corporate form; (4) whether the
company adheres to the laws governing its existence; (5) whether the company
maintains regular business records; (6) whether the company maintains its own
bank account; (7) whether the company has any employees; (8) whether the
member or manager comingles his personal funds and assets with the company’s
funds and assets; (9) whether the member or manager uses the company’s funds
and assets for personal purposes; (10) whether the member or manager drains
the company of its funds and assets; and (11) whether the member or manager
holds himself or herself out as the company or confuses his or her identity with the
company’s identity. See S. Ala. Pigs, LLC v. Farmer Feeders, Inc., 305 F. Supp.
2d 1252, 1258 (M.D. Ala. 2004); Simmons v. Clark Equip. Credit Corp., 554 So.
2d 398, 401 (Ala. 1989).

FINDINGS OF FACT
The Parties
24.

Plaintiff, Wheeler Bros., Inc. (“Wheeler”), is a Pennsylvania corporation with its
principal place of business located in Pennsylvania. (Compl. ¶ 3; Pl.’s Ex. 239).

25.

Defendant, Robert L. Jones, Sr. (“Senior”), is an individual who was domiciled in
the State of Alabama at the time this lawsuit was commenced. (Pl.’s Ex. 227,
9:21–23, 79:19–80:18)

26.

Defendant, Robert L. Jones, Jr. (“Junior”), is an individual who was domiciled in
the State of Alabama at the time this lawsuit was commenced. (Pl.’s Ex. 229,
128:5–15; Pl.’s Ex. 230, 350:8–12).

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27.

Defendant, Robert L. Jones, III (“Laslie”), is an individual who was domiciled in the
State of Alabama at the time this lawsuit was commenced. (Pl.’s Ex. 233, 7:20–
9:5).

28.

Defendant, Virginia Jones (“Virginia”), is an individual who was domiciled in the
State of Alabama at the time this lawsuit was commenced. (Pl.’s Ex. 228, 17:18–
18:10).

29.

Defendant, Lavenia A. Jones (“Ann”), is an individual who was domiciled in the
State of Alabama at the time this lawsuit was commenced. (Pl.’s Ex. 226, 17:13–
19).

30.

Defendant, Kyle Breece Jones (“Kyle”), is an individual who was domiciled in the
State of Alabama at the time this lawsuit was commenced. (Pl.’s Ex. 232, 17:1–
20:15).

31.

Defendant, Advanced Fleet Services, LLC (“AFS”), is an Alabama limited liability
company. Junior is the sole member and owner of AFS. (Pl.’s Ex. 309).

32.

Defendant, Pirates Tow, LLC (“Pirates Tow”), is an Alabama limited liability
company. Jonathan Caton Jones is the sole member and owner of Pirates Tow.
(Pl.’s Ex. 314). Jonathan Caton Jones is an individual who was domiciled either
in the State of Alabama or the State of Arkansas at the time this lawsuit was
commenced. (Pl.’s Ex. 234, 6:4–17, 11:10–17:7).

33.

Defendant, A&B Properties, LLC (“A&B Properties”), is an Alabama limited liability
company. Junior and Senior are the only members of A&B Properties. Junior and
Senior each hold a 50% ownership interest in A&B Properties. (Pl.’s Ex. 311).

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34.

Defendant, A&B Developments, LLC (“A&B Developments”), is an Alabama limited
liability company. (Pl.’s Ex. 250, p. 3). Senior and Ann are the only members of
A&B Developments. Ann holds a 99% ownership interest in A&B Developments,
while Senior owns the remaining 1%. (Pl.’s Ex. 310).

35.

Defendant, Best Buy Automotive & Tires, LLC (“Best Buy”), is an Alabama limited
liability company. Senior and Ann are the only members of Best Buy. Senior and
Ann each hold a 50% ownership interest in Best Buy. (Pl.’s Ex. 312).

36.

Defendant, Jones Brothers Enterprises, LLC (“JBE”), is an Alabama limited liability
company. Laslie is the sole member and owner of JBE. (Pl.’s Ex. 313).

37.

The individual Defendants are all related to each other either by blood or by
marriage. Senior is married to Ann, and Junior is their son. Junior is married to
Virginia, and Laslie is their son. Laslie is married to Kyle. (Tr. 90:2–25).

Wheeler’s Business With AFS and Junior
38.

Wheeler designs, manufactures, and distributes motor vehicle parts. In 1989, the
United States Postal Service (“USPS”) awarded Wheeler a national ordering
agreement through which USPS purchased Wheeler’s parts to service its national
fleet of postal vehicles. (Tr. 20:3–22:5).

39.

At some point, USPS found that it could no longer keep up with the maintenance
of its vehicles and needed to find a way to take care of its overflow maintenance
needs. Seeing an opportunity, Junior approached Wheeler with the idea that
Wheeler should contract with his company, AFS, to perform the labor aspect of
USPS’s overflow maintenance work. AFS would open a number of facilities in

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different states and Wheeler would sell AFS the parts it needed to repair USPS’s
vehicles. (Tr. 22:6–16).
40.

On October 15, 2010, Wheeler and AFS executed a Parts Sale Agreement (the
“Agreement”) memorializing the terms of their arrangement. On December 28,
2010, Junior executed an unconditional personal guaranty in which he assumed
full responsibility for AFS’s performance of the Agreement. Junior’s execution of
the personal guaranty was a necessary condition for Wheeler entering into the
Agreement with AFS. (Tr. 22:20–24:14; Pl.’s Exs. 239, 348).

41.

AFS breached the Agreement from the outset by failing to pay for Wheeler’s parts
as required, and AFS never became current on its contractual obligations. (Tr.
25:4–10, 30:7–11).

42.

Nevertheless, Wheeler continued to sell parts to AFS pursuant to the terms of the
Agreement due to AFS’s representations of profitability and viability as a business.
Specifically, on October 25, 2011, Junior emailed Wheeler a copy of AFS’s income
and balance sheet as of July 31, 2011. The income and balance sheet reflected
that AFS had received $4,733,322.23 in total revenues for a gross profit of 59.22%
and retained $414,256.88 for a net profit of 8.75%. Additionally, on April 18, 2012,
Junior emailed Wheeler “to discuss . . . a plan to get the pay issue put to bed once
and for all.” To that end, Junior revealed that AFS was opening a new service
center in Milwaukee, Wisconsin and that the earnings realized from AFS’s new
business would be used to satisfy its debt with Wheeler. (Tr. 27:23–29:25, 30:14–
31:2; Pl.’s Exs. 179, 431).

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43.

Notwithstanding Junior’s and AFS’s representations, AFS remained delinquent
with Wheeler throughout the entirety of the parties’ business relationship. Wheeler
found it a “constant struggle” to collect money from AFS. In mid-August 2012,
Wheeler ultimately stopped selling parts to AFS due to nonpayment. By that time,
AFS (and Junior as personal guarantor) owed Wheeler $794,530.13 in principal,
along with interest as provided by the Agreement. (Tr. 30:7–11, 31:15–19, 32:8–
18; Pl.’s Ex. 357, p. 90).

44.

Additionally, Wheeler later learned that AFS never opened the service center in
Milwaukee as Junior represented; instead, Junior, Senior, and Laslie opened the
service center using a different company name. (Tr. 31:3–14).

45.

On August 31, 2012, Junior and his wife, Virginia, filed for bankruptcy. In their
bankruptcy schedule, Junior and Virginia disclosed $5,375,000 in liabilities and
$1,422,000 in assets. Junior and Virginia additionally valued AFS at $1.00. (Tr.
33:24–34:14; Pl.’s Ex. 43).

46.

Following Junior and Virginia’s filing for bankruptcy, Wheeler retained legal
counsel and other qualified professionals to determine where all of AFS’s money
went. (Tr. 34:15–35:5).

47.

On February 4, 2013, Wheeler filed an adversary complaint in Junior and Virginia’s
bankruptcy proceeding in order to render Junior’s debt to Wheeler nondischargeable. Wheeler alleged that Junior fraudulently transferred money and
assets to family members and to a number of associated business entities in an
effort to avoid paying the debt owed to Wheeler.

On August 4, 2013, the

bankruptcy court entered default judgment against Junior due to his destruction of

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evidence during discovery and repeated non-compliance with court orders. The
bankruptcy court consequently determined that Junior’s debt to Wheeler could not
be discharged in bankruptcy. (Pl.’s Ex. 240).

Tracking the Money
48.

At trial, Wheeler called two witnesses who contributed to explaining where AFS’s
money went.
Testimony of Richard Harbin

49.

The first witness Wheeler called was Richard Harbin. Mr. Harbin is an expert in
computer systems design and forensics who Wheeler retained to retrieve
accounting files, email communications, and other records and information from
Defendants’ computer systems. (Tr. 36:21–41:9).

50.

In February 2014, Mr. Harbin conducted several visits to the facility where AFS,
JBE, and Pirates Tow operated their businesses in order to retrieve the files and
documents Wheeler wanted to review. During the first visit, Mr. Harbin was “turned
around at the door and told to go back home,” despite the companies’ knowledge
that Mr. Harbin would be arriving that day to retrieve the data Wheeler sought. (Tr.
41:10–42:13).

51.

After reaching an agreement, Mr. Harbin returned a few days later, where he was
met by Junior, Laslie, and a computer assistant. Mr. Harbin commented at trial
that Laslie was very involved with the numerous businesses. Mr. Harbin described
Laslie as “the keeper of the keys,” holding the passwords to all of the accounting
files for AFS, JBE, Pirates Tow, and Best Buy. (Tr. 42:14–22, 44:15–45:10).

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52.

During this second visit, Mr. Harbin explained to Laslie that he required the
companies’ accounting files, backup files, and email files. Mr. Harbin handed the
computer assistant USB drives to upload the information requested, and he
oversaw the copying of data. After the data had been copied to the USB drives,
Mr. Harbin was assured that he was receiving complete copies of everything he
was required to retrieve. (Tr. 42:14–43:11).

53.

However, the information copied to the USB drives was incomplete. Large swaths
of emails were missing; most notably, an email folder titled “Wheeler” contained
zero messages.

Mr. Harbin concludes that the emails from this folder were

purposely removed. Moreover, the backup files produced were not representative
of the main accounting files, again indicating that information from the main
accounting files had been removed. Further still, many of the passwords Laslie
provided to Mr. Harbin did not work, and Mr. Harbin was forced to circumvent the
password mechanism in order to access certain files. (Tr. 43:12–44:14, 45:11–
46:1).
54.

After Mr. Harbin determined that Junior and Laslie had failed to produce all of the
information sought, Wheeler obtained an order from the bankruptcy court directing
compliance. With this order in hand, Mr. Harbin visited the facility a third time. (Tr.
46:5–23).

55.

However, Junior continued to impede Mr. Harbin’s retrieval of data.

Junior

protested when Mr. Harbin attempted to access certain files, despite the fact that
the files were subject to the bankruptcy court’s order. Junior also prohibited Mr.
Harbin from powering down AFS’s servers, stating that both JBE and Best Buy

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operated off of AFS’s servers and would therefore be adversely impacted were the
servers to be powered down. Although Mr. Harbin was able to retrieve significant
data, he was unable to obtain all of the information that was subject to the
bankruptcy court’s order due to Junior’s obstruction. (Tr. 47:17–50:7, 51:4–16,
52:20–53:6, 56:24–59:15; Pl.’s Ex. 267).
56.

When Mr. Harbin later analyzed the data he was able to recover from AFS’s
servers, he noticed that an email account associated with AFS was one of the most
utilized email accounts on the servers. This account operated as a “catchall”
account to which every email that was sent or received through AFS’s servers was
automatically copied. As a result, AFS received copies of all emails associated
not only with itself, but also with JBE, Pirates Tow, and Best Buy. (Tr. 53:7–55:2;
Pl.’s Ex. 270).

57.

Mr. Harbin additionally testified that he noticed certain trends in the use of AFS’s
servers.

Before Junior filed for bankruptcy, AFS’s servers were being used

regularly. However, in the eight to nine months leading up to Junior’s bankruptcy,
the use of AFS’s servers dropped close to zero. Coincidentally, Mr. Harbin was
unable to recover any emails from AFS’s servers during this eight- to nine-month
period. Additionally, as the use of AFS’s servers declined, there was a significant
increase in the use of a JBE-related account, indicating that the use which was
previously attributed to AFS’s servers had shifted to an off-site JBE-related server
that was inaccessible to Mr. Harbin. Based on these trends, Mr. Harbin believes
that AFS was in the process of transitioning its business to JBE immediately prior
to Junior filing for bankruptcy. (Tr. 55:18–56:23).

18

58.

What was not retrieved from AFS’s servers is also significant. Although Mr. Harbin
identified a Toshiba copier on AFS’s servers, he was unable to retrieve any data
from the copier. As Mr. Harbin explained:
The copier is normally the hub of all document transfer in a
business. You scan stuff to everybody and everybody scans
stuff to you. And since that copier did not have an email
account—it wasn’t a person—[the] only thing it would do is
just send out. So [the Toshiba copier] had no sent items . . . .
(Tr. 58:16–59:3).

59.

Mr. Harbin also could not retrieve any information from an email account assigned
to JBE’s comptroller, Jill Moncrief.

Laslie later revealed that he deleted Ms.

Moncrief’s account along with another email account because they were not being
used and JBE needed the accounts for the Toshiba copier to work properly.
However, Ms. Moncrief’s account was the most used account at JBE, and Laslie
deleted both accounts within twelve hours of Mr. Harbin testifying in front of the
bankruptcy court about the importance of the accounts, thus contradicting Laslie’s
proffered reasons for deleting them. It is Mr. Harbin’s professional opinion that
Laslie purposely and maliciously deleted these accounts. (Tr. 59:4–60:13, 65:5–
8; Pl.’s Ex. 249).
60.

Mr. Harbin further noticed in his analysis of the data that the vast majority of the
emails associated with AFS had been deleted. According to the logs retrieved
from AFS’s servers, Mr. Harbin expected to recover approximately 149,000 emails
from AFS’s email account. However, when access to the account was finally
given, only 3,800 emails remained. The email account was functioning properly
and was not programmed to automatically deleting emails as the account became

19

full. Mr. Harbin therefore concludes that someone purposely deleted approximately
145,000 emails from AFS’s account. (Tr. 62:2–65:4).
61.

It was additionally determined from the data retrieved from AFS’s servers that JBE,
Pirates Tow, and Best Buy shared space on AFS’s servers, that AFS, JBE, Pirates
Tow, and Best Buy all utilized the same accounting files, and that all of the
companies could access each other’s accounting information and exercise full
control over AFS’s servers. Moreover, the companies would all use the same
letterheads, checks, invoices, etc. within the accounting programs, but would
simply change the name of the company on each document as needed. Mr. Harbin
characterized these practices as ill-advised, not in compliance with standard
accounting principles, and inconsistent with any notion that the companies
operated independently of each other. (Tr. 65:9–68:16).

62.

In addition to sharing servers and accounting files, JBE stored its own company
files, proprietary product designs, and day-to-day documents on AFS’s servers. In
fact, AFS and JBE had access to each other’s proprietary product designs and
actually utilized the same designs to manufacture the exact same parts. (Tr. 69:8–
70:15).

63.

Best Buy similarly had access to and full control over AFS’s servers, used AFS’s
servers to conduct business and used AFS’s email accounts. (Tr. 70:16–71:18).

64.

Mr. Harbin visited AFS’s facility again in May 2015 to collect more data from AFS’s
servers. This time, Mr. Harbin found Junior to be very accommodating, giving Mr.
Harbin full access to all of AFS’s servers and allowing Mr. Harbin to physically
remove the servers from AFS’s facility for a period of days. However, as Mr. Harbin

20

and his team began the process of removing the servers, Junior advised that the
servers had been infected with a virus and were not operational. Mr. Harbin found
the whole encounter strange, as if it were a “trap”: one year prior, Junior and Laslie
had done everything they could to impede Mr. Harbin’s inspection of AFS’s
servers; now Junior granted full and unrestricted access, only to later reveal that
no information could ever be retrieved from the servers due to a virus. It is
noteworthy that, although AFS’s servers were inoperable—presumably along with
the files on those servers—AFS and JBE continued to do business without
interruption, despite Junior’s claim that there were no backups of the information
stored on the servers. (Tr. 73:21–77:23).
65.

In August 2015, Mr. Harbin visited a separate facility operated by Best Buy. When
he first arrived, Mr. Harbin was met by Senior, who informed Mr. Harbin that he
would not be allowed to access any of Best Buy’s computers until the weekend.
When Mr. Harbin returned that weekend, Senior provided Mr. Harbin access to
three computers. However, it appeared that none of the computers produced by
Senior had ever been used by Best Buy. There were no business-related files or
emails on the computers, the operating systems had been installed recently, and
the computers looked brand new, with no dust or other indications of use. It is Mr.
Harbin’s professional opinion that Senior and Best Buy wiped the computers to
prevent anyone from retrieving any information from them. (Tr. 71:22–73:12).

66.

The Court finds that Mr. Harbin is a credible and knowledgeable witness and that
his findings and conclusions are supported by the evidence. The Court therefore

21

adopts Mr. Harbin’s findings and conclusions as its own, including those findings
and conclusions not specifically stated in this Memorandum of Decision.
Testimony of Tara Gearhart
67.

The second witness Wheeler called was Tara Gearhart. Ms. Gearhart is a certified
public accountant and fraud examiner with an expertise in forensic accounting.
(Tr. 79:15–83:15).

68.

Wheeler retained Ms. Gearhart to analyze Defendants’ finances and determine
where all of AFS’s money went.

To do so, Ms. Gearhart examined myriad

documents, including accounting records, bank statements, emails, payroll
registers, property appraisals, organizational documents, tax returns, loan
agreements, and deposition transcripts. Much of the information Ms. Gearhart
reviewed came from the data Mr. Harbin retrieved from AFS’s servers.

Ms.

Gearhart ultimately submitted a report detailing her methodologies and
conclusions. (Tr. 83:17–88:12; Pl.’s Ex. 247).
69.

Based on her review of all of the evidence in this case, Ms. Gearhart made twelve
specific Findings regarding where all of AFS’s money and property went.

70.

In Finding 1, Ms. Gearhart determined that AFS and Junior transferred a total of
$311,333.20 in cash to Best Buy, Senior, and Ann. Broken down, AFS transferred
$261,902.32 to Best Buy and $14,295.31 to Senior and Ann, while Junior
transferred $23,135.57 to Best Buy and $12,000.00 to Senior and Ann. Because
Senior and Ann owned Best Buy, they benefitted not just from the money
transferred to them directly, but also from the money transferred to Best Buy. Best

22

Buy, Senior, and Ann gave nothing to AFS or Junior in exchange for the money
they received. (Tr. 94:3–21, 100:20–107:1).
71.

In its answers to interrogatories submitted to Wheeler during discovery, AFS failed
to accurately answer an interrogatory asking AFS to identify all money and
property given to Best Buy during the time period at issue. (Pl.’s Ex. 39). In its
answers to interrogatories submitted to Wheeler during discovery, Best Buy falsely
represented that, during the time period at issue, it never received money,
property, or any other benefit from AFS or Junior. (Pl.’s Ex. 24). In his answers to
interrogatories submitted to Wheeler during discovery, Junior falsely represented
that, during the time period at issue, he never gave money, property, or any other
benefit to Best Buy, Senior, or Ann.

(Pl.’s Ex. 37).

In their answers to

interrogatories submitted to Wheeler during discovery, Senior and Ann falsely
represented that, during the time period at issue, they never received money,
property, or any other benefit from AFS or Junior. (Pl.’s Exs. 8, 19). While under
oath at their depositions, Senior, Ann, and Junior all confirmed the accuracy of
these false representations. (Pl.’s Ex. 226, 84:23–86:9; Pl.’s Ex. 227, 73:5–74:15,
115:18–117:6; Pl.’s Ex. 229, 61:12–62:20, 65:9–66:10).
72.

In Finding 2, Ms. Gearhart determined that AFS transferred a total of $171,360.99
in cash to Pirates Tow.

Of this sum, Pirates Tow subsequently transferred

$35,890.18 to Best Buy and $4,675.00 to Senior and Ann, and paid an additional
$2,660.00 worth of credit card expenses on Ann’s behalf. Pirates Tow retained
the remainder for itself. Because Senior and Ann owned Best Buy, they benefitted
not just from the money transferred to them directly or paid on their behalf, but also

23

from the money transferred to Best Buy. Pirates Tow, Senior, and Ann gave
nothing to AFS in exchange for the money and benefits they received. (Tr. 94:22–
95:7, 153:7–158:22).
73.

In its answers to interrogatories submitted to Wheeler during discovery, AFS failed
to accurately answer an interrogatory asking AFS to identify all money and
property given to Pirates Tow during the time period at issue. (Pl.’s Ex. 39). In its
answers to interrogatories submitted to Wheeler during discovery, Pirates Tow
falsely represented that, during the time period at issue, it never received money,
property, or any other benefit from AFS.

(Pl.’s Ex. 121).

In its answers to

interrogatories submitted to Wheeler during discovery, Best Buy falsely
represented that, during the time period at issue, it never received money,
property, or any other benefit from Pirates Tow.

(Pl.’s Ex. 24).

Best Buy

additionally failed to disclose the money it received from Pirates Tow on its annual
balance sheet. (Pl.’s Ex. 478). In their answers to interrogatories submitted to
Wheeler during discovery, Senior and Ann falsely represented that, during the time
period at issue, they never received money, property, or any other benefit from
Pirates Tow. (Pl.’s Exs. 8, 19). While under oath at their depositions, Senior, Ann,
and Junior3 all confirmed the accuracy of these false representations. (Pl.’s Ex.
226, 84:23–86:9; Pl.’s Ex. 227, 73:5–74:15, 115:18–117:6; Pl.’s Ex. 229, 65:9–
66:10; Pl.’s Ex. 231, 59:11–61:14).

3.

Junior testified at two separate depositions. At one deposition, Junior testified in his personal capacity
and as the corporate representative of AFS. At the second deposition, Junior testified as the corporate
representative for Pirates Tow.

24

74.

In Finding 3, Ms. Gearhart determined that AFS transferred an additional
$275,764.08 to Pirates Tow in the form of inventory and the payment of expenses
and payroll costs. In September 2012, Pirates Tow took over the management of
a service center operated by AFS in Houston, Texas. As part of the change in
management, Pirates Tow acquired all of AFS’s inventory, equipment, accounts
receivable, and accounts payable. However, Pirates Tow gave nothing to AFS in
exchange, sold AFS’s inventory to USPS for a profit, and retained all of the
proceeds for itself. Pirates Tow ultimately received $63,160.58 worth of inventory
from AFS for free. AFS also paid $79,909.56 worth of business expenses owed
by Pirates Tow and paid $132,693.94 worth of payroll costs to Pirates Tow’s
employees. (Tr. 95:8–20, 158:23–168:8).

75.

In its answers to interrogatories submitted to Wheeler during discovery, AFS failed
to accurately answer an interrogatory asking AFS to identify all money and
property given to Pirates Tow during the time period at issue. AFS also falsely
represented that it was never involved with Pirates Tow’s business. (Pl.’s Ex. 39).
In its answers to interrogatories submitted to Wheeler during discovery, Pirates
Tow falsely represented that, during the time period at issue, it was never involved
with AFS’s business and never received money, property, or any other benefit from
AFS. (Pl.’s Ex. 121). While under oath at his deposition, Junior4 confirmed the
accuracy of these false representations. (Pl.’s Ex. 229, 65:9–66:10; Pl.’s Ex. 231,
59:11–61:14).

4.

See footnote 3, supra.

25

76.

In Finding 4, Ms. Gearhart determined that AFS transferred $269,250.00 worth of
equipment to JBE or for JBE’s benefit. AFS used some of this equipment to secure
loans on JBE’s behalf, for which JBE gave AFS nothing in exchange.

AFS

transferred the remaining equipment directly to JBE, again for nothing in return.
JBE then sold this equipment at auction and retained the proceeds for itself. Ms.
Gearhart additionally found that AFS transferred $78,216.00 worth of equipment
to Laslie, who then transferred the equipment to a company in which Senior
received distributions. Neither Laslie nor Senior gave anything in exchange for the
benefits they received from AFS’s transfers of equipment. AFS transferred a total
of $347,466.00 worth of equipment to or for the benefit of JBE, Laslie, and Senior
for which it received nothing in return. (Tr. 95:21–96:8, 142:8–153:6).
77.

In its answers to interrogatories submitted to Wheeler during discovery, AFS failed
to accurately answer an interrogatory asking AFS to identify all property given to
JBE during the time period at issue. AFS also falsely represented that it was never
involved with JBE’s business, including never contributing to any loans taken out
by JBE. (Pl.’s Ex. 39). In its answers to interrogatories submitted to Wheeler
during discovery, JBE falsely represented that, during the time period at issue, it
was never involved with AFS’s business and never received money, property, or
any other benefit from AFS. (Pl.’s Ex. 138). In their answers to interrogatories
submitted to Wheeler during discovery, Laslie and Senior falsely represented that,
during the time period at issue, they never received the property or any benefit
from the property transferred from AFS or JBE. Laslie also falsely represented
that he never transferred property or an interest in property to Senior. (Pl.’s Exs.

26

19, 134). While under oath at their depositions, Senior, Junior, and Laslie all
confirmed the accuracy of these false representations. (Pl.’s Ex. 227, 73:5–74:15;
Pl.’s Ex. 229, 65:9–66:10; Pl.’s Ex. 233, 18:11–19:13, 28:21–31:3).
78.

In Finding 5, Ms. Gearhart determined that AFS transferred $383,762.00 worth of
inventory to JBE and that JBE then sold the inventory to its customers. Because
Laslie owned JBE, he benefitted from AFS’s transfer of inventory. JBE
subsequently transferred some of the proceeds earned from selling AFS’s
inventory to Junior and his family members, including Virginia, who received
$6,242.75. JBE, Laslie, Junior, and the family members, including Virginia, gave
nothing to AFS in exchange for the money, property, and benefits they received.
(Tr. 96:9–97:4, 125:4–142:7).

79.

In its answers to interrogatories submitted to Wheeler during discovery, AFS failed
to accurately answer an interrogatory asking AFS to identify all property given to
JBE during the time period at issue. AFS also falsely represented that it was never
involved with JBE’s business. (Pl.’s Ex. 39). In its answers to interrogatories
submitted to Wheeler during discovery, JBE falsely represented that, during the
time period at issue, it was never involved with AFS’s business and never received
money, property, or any other benefit from AFS. (Pl.’s Ex. 138). In their answers
to interrogatories submitted to Wheeler during discovery, Laslie, Junior, and
Virginia all falsely represented that, during the time period at issue, they never
received money, property, or any other benefit from JBE. (Pl.’s Exs. 31, 37, 134).
While under oath at their depositions, Laslie, Junior, and Virginia all confirmed the

27

accuracy of these false representations. (Pl.’s Ex. 228, 30:16–32:10; Pl.’s Ex. 229,
65:9–66:10; Pl.’s Ex. 233, 18:11–19:13).
80.

In Finding 6, Ms. Gearhart determined that AFS and Junior transferred a total of
$595,258.99 for the benefit of A&B Developments. AFS transferred the money to
A&B Properties, which then used the money to reduce debts A&B Developments
owed to third parties. A&B Developments gave nothing to either AFS or A&B
Properties in exchange for AFS paying down A&B Developments’ debts. As the
sole owners of A&B Developments, Senior and Ann benefitted from AFS paying
down A&B Developments’ debts, but Senior and Ann did not give anything to AFS
in exchange either. (Tr. 97:5–98:7, 119:7–125:3).

81.

In its answers to interrogatories submitted to Wheeler during discovery, AFS failed
to accurately answer an interrogatory asking AFS to identify all property given to
A&B Properties and A&B Developments during the time period at issue. AFS also
falsely represented that it was never involved with A&B Developments’ business,
including never contributing to A&B Developments’ loans. (Pl.’s Ex. 39). In its
answers to interrogatories submitted to Wheeler during discovery, A&B
Developments falsely represented that, during the time period at issue, it never
received money, property, or any other benefit from AFS or A&B Properties. (Pl.’s
Ex. 361).

In their answers to interrogatories submitted to Wheeler during

discovery, Senior and Ann falsely represented that, during the time period at issue,
they never received money, property, or any other benefit from Junior, AFS, or
A&B Properties. (Pl.’s Exs. 8, 19). While under oath at their depositions, Senior,

28

Ann, and Junior all confirmed the accuracy of these false representations. (Pl.’s
Ex. 226, 84:23–86:9; Pl.’s Ex. 227, 73:5–74:15; Pl.’s Ex. 229, 65:9–66:10).
82.

In Finding 7, Ms. Gearhart determined that AFS transferred $250,000.00 worth of
equipment to a third party for the benefit of A&B Developments. AFS transferred
the equipment in exchange for the third party reducing debt owed by A&B
Developments. The third party then sold the equipment to JBE, which used the
equipment for its own business. A&B Developments gave nothing to AFS in
exchange for AFS using its equipment to pay down A&B Developments’ debt. As
the sole owners of A&B Developments, Senior and Ann benefitted from AFS
paying down A&B Developments’ debt, but Senior and Ann did not give anything
to AFS in exchange either. (Tr. 98:8–20, 110:25–117:2).

83.

In its answers to interrogatories submitted to Wheeler during discovery, AFS failed
to accurately answer an interrogatory asking AFS to identify all property given to
A&B Developments or to any other party during the time period at issue. AFS also
falsely represented that it was never involved with A&B Developments’ business,
including never contributing to A&B Developments’ loans. (Pl.’s Ex. 39). In its
answers to interrogatories submitted to Wheeler during discovery, A&B
Developments falsely represented that, during the time period at issue, it never
received any benefit from AFS or on behalf of AFS. (Pl.’s Ex. 361). In their
answers to interrogatories submitted to Wheeler during discovery in this case,
Senior and Ann falsely represented that, during the time period at issue, they never
received any benefit from AFS or on behalf of AFS. (Pl.’s Exs. 8, 19). While under
oath at their depositions, Senior, Ann, and Junior all confirmed the accuracy of

29

these false representations. (Pl.’s Ex. 226, 84:23–86:9; Pl.’s Ex. 227, 73:5–74:15;
Pl.’s Ex. 229, 65:9–66:10).
84.

In Finding 8, Ms. Gearhart determined that A&B Properties transferred
$189,533.84 worth of real property to Best Buy. A&B Properties sold the real
estate, which had an appraised value of $690,000.00, to Best Buy for only
$310,932.33. Since Junior held a 50% ownership interest in A&B Properties, Ms.
Gearhart divided the difference between the property’s appraised value and sale
value by two to calculate the value of the transfer attributable to Junior. 5 Best Buy
gave nothing to A&B Properties in exchange for the $189,533.84 discount. As the
sole owners of Best Buy, Senior and Ann benefitted from A&B Properties’ discount,
but Senior and Ann did not give anything to A&B Properties in exchange. (Tr.
98:21–99:6, 107:8–110:24).

85.

In its answers to interrogatories submitted to Wheeler during discovery, A&B
Properties falsely represented the nature of its transaction with Best Buy, claiming
that the value of the property “was equal or less than the consideration paid by
Best Buy.” (Pl.’s Ex. 243). In its answers to interrogatories submitted to Wheeler
during discovery, Best Buy falsely represented that, during the time period at issue,
it never received any benefit from A&B Properties.

Best Buy also falsely

represented the nature of its transaction with A&B Properties, claiming that it
assumed complete ownership of the property pursuant to a refinancing agreement
to avoid foreclosure. (Pl.’s Ex. 24). In their answers to interrogatories submitted
to Wheeler during discovery, Senior and Ann falsely represented that, during the

5.

($690,000.00 – $310,932.33) ÷ 2 = $189,533.84.

30

time period at issue, they never received property, an interest in property, or any
other benefit from A&B Properties. (Pl.’s Exs. 8, 19). While under oath at their
depositions, Senior, Ann, and Junior all confirmed the accuracy of these false
representations. (Pl.’s Ex. 226, 84:23–86:9; Pl.’s Ex. 227, 73:5–74:15, 115:18–
117:6; Pl.’s Ex. 229, 65:9–66:10).
86.

In Finding 9, Ms. Gearhart determined that AFS transferred a total of $8,000.00 in
cash to Kyle, $26,000.00 in payroll payments to Ann, and $40,000.00 in payroll
payments to Laslie, for a total of $74,000.00 worth of transfers. 6 Kyle, Ann, and
Laslie gave nothing to AFS in exchange for these cash and payroll payments. In
fact, neither Ann nor Laslie worked for AFS when they received the payroll
payments. (Tr. 99:7–18, 170:5–173:20).

87.

In her answers to interrogatories submitted to Wheeler during discovery, Kyle
falsely represented that, during the time period at issue, she received no monetary
benefit from AFS. (Pl.’s Ex. 124). In her answers to interrogatories submitted to
Wheeler during discovery, Ann falsely represented that, during the time period at
issue, she received no income or other monetary benefit from AFS. (Pl.’s Ex. 8).
While under oath at their depositions, Kyle and Ann confirmed the accuracy of
these false representations. (Pl.’s Ex. 226, 84:23–86:9; Pl.’s Ex. 232, 27:21–
29:15). Kyle also falsely testified at her deposition that, while she received her
health insurance from AFS, AFS never gave her money. (Pl.’s Ex. 232, 65:20–
22).

6.

Ms. Gearhart also determined that AFS gave other valuable benefits to Junior’s relatives for nothing in
exchange, including paying for their health and automobile insurance premiums. However, Ms.
Gearhart did not include the value of these payments in her $74,000.00 calculation.

31

88.

In Finding 10, Ms. Gearhart determined that A&B Properties transferred
$11,925.00 to JBE. A&B Properties issued checks to JBE totaling $23,850.00.
Since Junior held a 50% ownership interest in A&B Properties, Ms. Gearhart
divided the sum of the checks by two to calculate the amount of the transfer
attributable to Junior. 7 As the sole owner of JBE, Laslie benefitted from the
transfer. JBE and Laslie gave nothing to A&B Properties in exchange for the
money. (Tr. 99:19–23, 173:21–175:3).

89.

In its answers to interrogatories submitted to Wheeler during discovery, A&B
Properties falsely represented that, during the time period at issue, it never paid or
transferred money to either JBE or Laslie. (Pl.’s Ex. 243). In its answers to
interrogatories submitted to Wheeler during discovery, JBE falsely represented
that, during the time period at issue, it never received money from A&B Properties.
(Pl.’s Ex. 138). In his answers to interrogatories submitting to Wheeler during
discovery, Laslie falsely represented that, during the time period at issue, he
received no income or money from A&B Properties. (Pl.’s Ex. 134). While under
oath at their depositions, Laslie confirmed the accuracy of his and JBE’s false
representations. (Pl.’s Ex. 233, 18:11–19:13, 28:21–31:3).

90.

In Finding 11, Ms. Gearhart determined that A&B Properties transferred $4,352.50
to Laslie. A&B Properties issued checks directly to Laslie totaling $8,705.00.
Since Junior held a 50% ownership interest in A&B Properties, Ms. Gearhart
divided the sum of the checks by two to calculate the amount of the transfer

7.

$23,850.00 ÷ 2 = $11,925.00.

32

attributable to Junior. 8 Laslie gave nothing to A&B Properties in exchange for the
money. (Tr. 99:24–100:1, 175:4–23).
91.

In its answers to interrogatories submitted to Wheeler during discovery, A&B
Properties falsely represented that, during the time period at issue, it never paid or
transferred money to Laslie. (Pl.’s Ex. 243). In his answers to interrogatories
submitted to Wheeler during discovery, Laslie falsely represented that, during the
time period at issue, he received no income or money from A&B Properties. (Pl.’s
Ex. 134). While under oath at his deposition, Laslie confirmed the accuracy of his
false representation. (Pl.’s Ex. 233, 18:11–19:13).

92.

Lastly, in Finding 12, Ms. Gearhart determined that $402,040.83 had been
withdrawn from AFS’s bank account. Although Ms. Gearhart could not uncover
where this money went, she noted that Junior and JBE failed to produce bank
statements and accounting information as requested by Wheeler during discovery,
suggesting that AFS may have transferred some or all of this money to Junior
and/or JBE. (Tr. 100:2–9, 168:9–170:4).

93.

In sum, AFS and Junior transferred a total of $2,614,756.60 worth of assets to
Junior’s family members and their companies. 9 This amount does not include the
$402,040.83 withdrawn from AFS’s bank account, as Ms. Gearhart was unable to
determine whether the money was transferred and, if so, to whom. (Tr. 170:1–4).

8.
9.

$8,705.00 ÷ 2 = $4,352.50.
At trial, Ms. Gearhart testified that AFS and Junior transferred a total of $2,662,756.76 worth of assets
to Junior’s family members and their companies. (Tr. 100:10–13). After adding the numbers under
each individual Finding, however, the Court reaches $2,614,756.60. The difference between the
Court’s number and the number testified to by Ms. Gearhart equals $48,000.16. It therefore appears
that Ms. Gearhart inadvertently included a $48,000.00 payroll payment allegedly made by AFS to
Jonathan Caton Jones under Finding 9. Since this matter is stayed as to Jonathan Caton Jones due
to his filing for bankruptcy, the Court excludes this alleged payment. The remaining $0.16 difference
is the result of rounding errors.

33

94.

Ms. Gearhart additionally determined that AFS and Junior were insolvent at the
time each of the transfers identified in Findings 1 through 12 occurred. According
to their financial information, AFS’s and Junior’s liabilities exceeded their assets
during the time period at issue and both were unable to pay their obligations as
they became due. (Tr. 175:24–189:13).

95.

In her professional opinion, Ms. Gearhart concludes that all of the above-described
transfers were fraudulent and were made with the actual intent to defraud Wheeler
and other creditors. Ms. Gearhart reached this conclusion based on her review of
a number of factors, including: (1) no Defendant gave anything in exchange for
any of the transfers, (2) all of the transfers were made from AFS or Junior to an
insider (that is, to a relative of Junior or to a company owned by his relative), (3)
AFS and Junior retained possession of or control over much of the money and
property they transferred, (4) all of the Defendants concealed the true nature and
extent of the transfers (such as by destroying evidence, hindering Wheeler’s
access to Defendants’ accounting information, and by lying in discovery responses
and under oath at depositions), (5) AFS and Junior had incurred a substantial debt
to Wheeler shortly before they made the transfers, (6) AFS and Junior were facing
numerous lawsuits by other creditors shortly before they made the transfers,
(7) Junior filed for bankruptcy shortly after he and AFS made the transfers, (8) in
total, the transfers amounted to substantially all of AFS’s and Junior’s assets, and
(9) AFS and Junior were insolvent when they made each transfer. (Tr. 189:14–
207:25).

34

96.

In her professional opinion, Ms. Gearhart also concludes that AFS, JBE, Best Buy,
A&B Properties, and A&B Developments were all merely the alter egos of the
individual Defendants who owned them. Ms. Gearhart reached this conclusion
based on her review of a number of factors, including: (1) the companies
comingled their funds and assets and shared many of the same employees, (2) the
companies were used for the improper purpose of evading creditors, (3) the
individuals who owned the companies did not observe corporate formalities (e.g.,
there were no minutes from company meetings, there were no resolutions
codifying official company actions, the companies did not keep organized and
accurate business or accounting records, etc.), (4) Junior, Senior, Ann, and Laslie
used company funds and assets to pay for their own personal expenses and for
the personal expenses of other family members, (5) Junior commonly referred to
AFS, JBE, Best Buy, A&B Developments, and A&B Properties collectively as “the
Jones companies,” and (6) Junior, Senior, and Ann frequently confused who
actually owned A&B Developments. (Tr. 208:1–215:11).

97.

The Court finds that Ms. Gearhart is a credible and knowledgeable witness and
that her findings and conclusions are supported by the evidence. The Court
therefore adopts Ms. Gearhart’s findings and conclusions as its own, including
those findings and conclusions not specifically stated in this Memorandum of
Decision.

35

CONCLUSIONS OF LAW
Subject Matter Jurisdiction
98.

The Court has subject matter jurisdiction over this controversy pursuant to
28 U.S.C. § 1332(a)(1). At the time this action was commenced, Wheeler was a
citizen of a state of which no Defendant was a citizen, and the amount in
controversy exceeded $75,000.00.

Breach of Contract, Unjust Enrichment, and Breach of Guaranty
99.

For the reasons stated in the Court’s March 4, 2016 Order on the parties’ motions
for summary judgment, Wheeler is entitled to judgment in its favor on Counts I, II,
and III. The Court will accordingly enter judgment in favor of Wheeler on those
claims in the amount of $794,530.13 plus interest at the rate of 5% per month plus
attorney’s fees and costs to be determined at a later date.

Piercing the Corporate Veil and Alter Ego
100.

As to Count XLV, Wheeler has met its burden of proving that AFS was the mere
alter ego of Junior. Junior exercised complete control and dominion over AFS
such that AFS had no separate mind, will, or existence of its own. Junior misused
his control and dominion over AFS and this misuse caused injury to Wheeler. As
a result, Junior is legally responsible for AFS’s acts, and AFS’s corporate form will
be disregarded. All transfers made by AFS will be treated as if they were made by
Junior.

101.

As to Count XLV, Wheeler has met its burden of proving that Best Buy was the
mere alter ego of Senior and Ann. Senior and Ann exercised complete control and

36

dominion over Best Buy such that Best Buy had no separate mind, will, or
existence of its own. Senior and Ann misused their control and dominion over Best
Buy and this misuse caused injury to Wheeler. As a result, Senior and Ann are
each legally responsible for Best Buy’s acts to the extent of their respective
ownership interests in Best Buy, and Best Buy’s corporate form will be
disregarded. All transfers made by Best Buy will be treated as if they were made
by Senior and Ann, and all transfers made to Best Buy will be treated as if they
were made to Senior and Ann.
102.

As to Count XLV, Wheeler has met its burden of proving that A&B Developments
was the mere alter ego of Senior and Ann. Senior and Ann exercised complete
control and dominion over A&B Developments such that A&B Developments had
no separate mind, will, or existence of its own. Senior and Ann misused their
control and dominion over A&B Developments and this misuse caused injury to
Wheeler.

As a result, Senior and Ann are each legally responsible for A&B

Developments’ acts to the extent of their respective ownership interests in A&B
Developments, and A&B Developments’ corporate form will be disregarded. All
transfers made by A&B Developments will be treated as if they were made by
Senior and Ann, and all transfers made to A&B Developments will be treated as if
they were made to Senior and Ann.
103.

As to Count XLV, Wheeler has met its burden of proving that JBE was the mere
alter ego of Laslie. Laslie exercised complete control and dominion over JBE such
that JBE had no separate mind, will, or existence of its own. Laslie misused his
control and dominion over JBE and this misuse caused injury to Wheeler. As a

37

result, Laslie is legally responsible for JBE’s acts, and JBE’s corporate form will be
disregarded. All transfers made by JBE will be treated as if they were made by
Laslie, and all transfers made to JBE will be treated as if they were made to Laslie.
104.

As to Count XLV, Wheeler has met its burden of proving that A&B Properties was
the mere alter ego of Junior. Junior exercised complete control and dominion over
A&B Properties such that A&B Properties had no separate mind, will, or existence
of its own. Junior misused his control and dominion over A&B Properties and this
misuse caused injury to Wheeler. As a result, Junior is legally responsible for A&B
Properties’ acts to the extent of his ownership interest in A&B Properties, and A&B
Properties’ corporate form will be disregarded.

All transfers made by A&B

Properties will be treated as if they were made by Junior, and all transfers made
to A&B Developments will be treated as if they were made to Junior.

Fraudulent Transfers—Actual Fraud
105.

Wheeler has met its burden of proving that the transfers alleged in Count IV of the
Complaint are fraudulent transfers of assets from AFS to Junior pursuant to Ala.
Code § 8-9A-4(b). The dollar amount of these transfers is accurately summarized
in Exhibit 542, Findings 1 through 12. These fraudulent transfers were willfully,
intentionally, and maliciously effectuated by the transferor and willfully,
intentionally, and maliciously accepted by the transferee. These transfers were
made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.

38

106.

Wheeler has met its burden of proving that the transfers alleged in Count V of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Best Buy,
Senior, and Ann pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee.
These transfers were made with the willful, malicious, and actual intent to injure,
delay, or defraud Wheeler and other creditors. Accordingly, these fraudulent
transfers will be voided.

107.

Wheeler has met its burden of proving that the transfers alleged in Count VI of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments and Ann pursuant to Ala. Code § 8-9A-4(b). The dollar amount of
these transfers is accurately summarized in Exhibit 542, Findings 1 through 12.
These fraudulent transfers were willfully, intentionally, and maliciously effectuated
by the transferor and willfully, intentionally, and maliciously accepted by the
transferee. These transfers were made with the willful, malicious, and actual intent
to injure, delay, or defraud Wheeler and other creditors.

Accordingly, these

fraudulent transfers will be voided.
108.

Wheeler has met its burden of proving that the transfers alleged in Count VII of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments and Ann pursuant to Ala. Code § 8-9A-4(b). The dollar amount of
these transfers is accurately summarized in Exhibit 542, Findings 1 through 12.
These fraudulent transfers were willfully, intentionally, and maliciously effectuated

39

by the transferor and willfully, intentionally, and maliciously accepted by the
transferee. These transfers were made with the willful, malicious, and actual intent
to injure, delay, or defraud Wheeler and other creditors.

Accordingly, these

fraudulent transfers will be voided.
109.

Wheeler has met its burden of proving that the transfers alleged in Count VIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Best
Buy, Senior, and Ann pursuant to Ala. Code § 8-9A-4(b). The dollar amount of
these transfers is accurately summarized in Exhibit 542, Findings 1 through 12.
These fraudulent transfers were willfully, intentionally, and maliciously effectuated
by the transferor and willfully, intentionally, and maliciously accepted by the
transferee. These transfers were made with the willful, malicious, and actual intent
to injure, delay, or defraud Wheeler and other creditors.

Accordingly, these

fraudulent transfers will be voided.
110.

Wheeler has met its burden of proving that the transfers alleged in Count IX of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Laslie and
JBE pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

40

111.

Wheeler has met its burden of proving that the transfers alleged in Count X of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Pirates Tow
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
112.

Wheeler has met its burden of proving that the transfers alleged in Count XI of the
Complaint are fraudulent transfers of assets from JBE to Best Buy pursuant to Ala.
Code § 8-9A-4(b). The dollar amount of these transfers is accurately summarized
in Exhibit 542, Findings 1 through 12. These fraudulent transfers were willfully,
intentionally, and maliciously effectuated by the transferor and willfully,
intentionally, and maliciously accepted by the transferee. These transfers were
made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.
113.

Wheeler has met its burden of proving that the transfers alleged in Count XII of the
Complaint are fraudulent transfers of assets from Pirates Tow to Best Buy pursuant
to Ala. Code § 8-9A-4(b). The dollar amount of these transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and

41

willfully, intentionally, and maliciously accepted by the transferee. These transfers
were made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.
114.

Wheeler has met its burden of proving that the transfers alleged in Count XIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Properties pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

115.

Wheeler has met its burden of proving that the transfers alleged in Count XIV of
the Complaint are fraudulent transfers of assets from A&B Properties to Best Buy
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

42

116.

Wheeler has met its burden of proving that the transfers alleged in Count XV of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Virginia
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
117.

Wheeler has met its burden of proving that the transfers alleged in Count XVI of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Ann
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
118.

Wheeler has met its burden of proving that the transfers alleged in Count XVII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Senior
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor

43

and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
119.

Wheeler has met its burden of proving that the transfers alleged in Count XVIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Laslie
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
120.

Wheeler has met its burden of proving that the transfers alleged in Count XIX of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Kyle
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

44

121.

Wheeler has met its burden of proving that the transfers alleged in Count XXI of
the Complaint are fraudulent transfers of assets from JBE to Virginia pursuant to
Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is accurately

summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee. These transfers
were made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.
122.

Wheeler has met its burden of proving that the transfers alleged in Count XXII of
the Complaint are fraudulent transfers of assets from JBE to Senior pursuant to
Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is accurately

summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee. These transfers
were made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.
123.

Wheeler has met its burden of proving that the transfers alleged in Count XXIII of
the Complaint are fraudulent transfers of assets from JBE to Ann pursuant to Ala.
Code § 8-9A-4(b). The dollar amount of these transfers is accurately summarized
in Exhibit 542, Findings 1 through 12. These fraudulent transfers were willfully,
intentionally, and maliciously effectuated by the transferor and willfully,

45

intentionally, and maliciously accepted by the transferee. These transfers were
made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.
124.

Wheeler has met its burden of proving that the transfers alleged in Count XXIV of
the Complaint are fraudulent transfers of assets from JBE to Laslie pursuant to
Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is accurately

summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee. These transfers
were made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.
125.

Wheeler has met its burden of proving that the transfers alleged in Count XXV of
the Complaint are fraudulent transfers of assets from JBE to Kyle pursuant to Ala.
Code § 8-9A-4(b). The dollar amount of these transfers is accurately summarized
in Exhibit 542, Findings 1 through 12. These fraudulent transfers were willfully,
intentionally, and maliciously effectuated by the transferor and willfully,
intentionally, and maliciously accepted by the transferee. These transfers were
made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.

46

126.

Wheeler has met its burden of proving that the transfers alleged in Count XXVII of
the Complaint are fraudulent transfers of assets from Pirates Tow to Virginia
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
127.

Wheeler has met its burden of proving that the transfers alleged in Count XXVIII
of the Complaint are fraudulent transfers of assets from Pirates Tow to Senior
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
128.

Wheeler has met its burden of proving that the transfers alleged in Count XXIX of
the Complaint are fraudulent transfers of assets from Pirates Tow to Ann to Ala.
Code § 8-9A-4(b). The dollar amount of these transfers is accurately summarized
in Exhibit 542, Findings 1 through 12. These fraudulent transfers were willfully,
intentionally, and maliciously effectuated by the transferor and willfully,

47

intentionally, and maliciously accepted by the transferee. These transfers were
made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.
129.

Wheeler has met its burden of proving that the transfers alleged in Count XXX of
the Complaint are fraudulent transfers of assets from Pirates Tow to Laslie
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
130.

Wheeler has met its burden of proving that the transfers alleged in Count XXXI of
the Complaint are fraudulent transfers of assets from Pirates Tow to Kyle pursuant
to Ala. Code § 8-9A-4(b). The dollar amount of these transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee. These transfers
were made with the willful, malicious, and actual intent to injure, delay, or defraud
Wheeler and other creditors.

Accordingly, these fraudulent transfers will be

voided.

48

131.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIII
of the Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee.
These transfers were made with the willful, malicious, and actual intent to injure,
delay, or defraud Wheeler and other creditors. Accordingly, these fraudulent
transfers will be voided.

132.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIV
of the Complaint are fraudulent transfers of assets from A&B Properties to Senior
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
133.

Wheeler has met its burden of proving that the transfers alleged in Count XXXV of
the Complaint are fraudulent transfers of assets from A&B Properties to Ann
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor

49

and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
134.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVI
of the Complaint are fraudulent transfers of assets from A&B Properties to Laslie
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
135.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVII
of the Complaint are fraudulent transfers of assets from A&B Developments to
Senior pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

50

136.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVIII
of the Complaint are fraudulent transfers of assets from A&B Developments to Ann
pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
137.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIX
of the Complaint are fraudulent transfers of assets from A&B Developments to
Laslie pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

138.

Wheeler has met its burden of proving that the transfers alleged in Count XLI of
the Complaint are fraudulent transfers of assets from A&B Developments to
Virginia pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor

51

and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.
139.

Wheeler has met its burden of proving that the transfers alleged in Count XLII of
the Complaint are fraudulent transfers of assets from A&B Developments to Best
Buy pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

140.

Wheeler has met its burden of proving that the transfers alleged in Count XLIII of
the Complaint are fraudulent transfers of assets from Laslie to Best Buy, Senior,
and/or Ann pursuant to Ala. Code § 8-9A-4(b).

The dollar amount of these

transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee.
These transfers were made with the willful, malicious, and actual intent to injure,
delay, or defraud Wheeler and other creditors. Accordingly, these fraudulent
transfers will be voided.

52

141.

Wheeler has met its burden of proving that the transfers alleged in Count XLIV of
the Complaint are fraudulent transfers of assets from AFS to unidentified third
parties pursuant to Ala. Code § 8-9A-4(b). The dollar amount of these transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee. These
transfers were made with the willful, malicious, and actual intent to injure, delay, or
defraud Wheeler and other creditors. Accordingly, these fraudulent transfers will
be voided.

Fraudulent Transfers—Constructive Fraud
as to Present Creditors
142.

Wheeler has met its burden of proving that the transfers alleged in Count IV of the
Complaint are fraudulent transfers of assets from AFS to Junior pursuant to Ala.
Code § 8-9A-5. The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

53

143.

Wheeler has met its burden of proving that the transfers alleged in Count V of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Best Buy,
Senior, and Ann pursuant to Ala. Code § 8-9A-5. The dollar amount of these
fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value. The
transferor was insolvent at the time he/she/it made these fraudulent transfers or
became insolvent as a result of these fraudulent transfers. In addition or in the
alternative, these fraudulent transfers were made to an insider for an antecedent
debt, the transferor was insolvent at the time of the transfer, and the insider had
reasonable cause to believe that the transferor was insolvent. Accordingly, these
fraudulent transfers will be voided.

144.

Wheeler has met its burden of proving that the transfers alleged in Count VI of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments and Ann pursuant to Ala. Code § 8-9A-5. The dollar amount of
these fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value. The
transferor was insolvent at the time he/she/it made these fraudulent transfers or
became insolvent as a result of these fraudulent transfers. In addition or in the
alternative, these fraudulent transfers were made to an insider for an antecedent

54

debt, the transferor was insolvent at the time of the transfer, and the insider had
reasonable cause to believe that the transferor was insolvent. Accordingly, these
fraudulent transfers will be voided.
145.

Wheeler has met its burden of proving that the transfers alleged in Count VII of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments and Ann pursuant to Ala. Code § 8-9A-5. The dollar amount of
these fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value. The
transferor was insolvent at the time he/she/it made these fraudulent transfers or
became insolvent as a result of these fraudulent transfers. In addition or in the
alternative, these fraudulent transfers were made to an insider for an antecedent
debt, the transferor was insolvent at the time of the transfer, and the insider had
reasonable cause to believe that the transferor was insolvent. Accordingly, these
fraudulent transfers will be voided.

146.

Wheeler has met its burden of proving that the transfers alleged in Count VIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Best
Buy, Senior, and Ann pursuant to Ala. Code § 8-9A-5. The dollar amount of these
fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value. The

55

transferor was insolvent at the time he/she/it made these fraudulent transfers or
became insolvent as a result of these fraudulent transfers. In addition or in the
alternative, these fraudulent transfers were made to an insider for an antecedent
debt, the transferor was insolvent at the time of the transfer, and the insider had
reasonable cause to believe that the transferor was insolvent. Accordingly, these
fraudulent transfers will be voided.
147.

Wheeler has met its burden of proving that the transfers alleged in Count IX of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Laslie and
JBE pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent
at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.
148.

Wheeler has met its burden of proving that the transfers alleged in Count X of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Pirates Tow
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent

56

transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
149.

Wheeler has met its burden of proving that the transfers alleged in Count XI of the
Complaint are fraudulent transfers of assets from JBE to Best Buy pursuant to Ala.
Code § 8-9A-5. The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

150.

Wheeler has met its burden of proving that the transfers alleged in Count XII of the
Complaint are fraudulent transfers of assets from Pirates Tow to Best Buy pursuant
to Ala. Code § 8-9A-5.

The dollar amount of these fraudulent transfers is

57

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
151.

Wheeler has met its burden of proving that the transfers alleged in Count XIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Properties pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent
at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.

58

152.

Wheeler has met its burden of proving that the transfers alleged in Count XIV of
the Complaint are fraudulent transfers of assets from A&B Properties to Best Buy
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

153.

Wheeler has met its burden of proving that the transfers alleged in Count XV of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Virginia
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the

59

time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
154.

Wheeler has met its burden of proving that the transfers alleged in Count XVI of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Ann
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

155.

Wheeler has met its burden of proving that the transfers alleged in Count XVII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Senior
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers

60

were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
156.

Wheeler has met its burden of proving that the transfers alleged in Count XVIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Laslie
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

157.

Wheeler has met its burden of proving that the transfers alleged in Count XIX of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Kyle
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these

61

fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
158.

Wheeler has met its burden of proving that the transfers alleged in Count XXI of
the Complaint are fraudulent transfers of assets from JBE to Virginia pursuant to
Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

159.

Wheeler has met its burden of proving that the transfers alleged in Count XXII of
the Complaint are fraudulent transfers of assets from JBE to Senior pursuant to
Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time

62

he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
160.

Wheeler has met its burden of proving that the transfers alleged in Count XXIII of
the Complaint are fraudulent transfers of assets from JBE to Ann pursuant to Ala.
Code § 8-9A-5. The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

161.

Wheeler has met its burden of proving that the transfers alleged in Count XXIV of
the Complaint are fraudulent transfers of assets from JBE to Laslie pursuant to
Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the

63

exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
162.

Wheeler has met its burden of proving that the transfers alleged in Count XXV of
the Complaint are fraudulent transfers of assets from JBE to Kyle pursuant to Ala.
Code § 8-9A-5. The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

163.

Wheeler has met its burden of proving that the transfers alleged in Count XXVII of
the Complaint are fraudulent transfers of assets from Pirates Tow to Virginia
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor

64

and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
164.

Wheeler has met its burden of proving that the transfers alleged in Count XXVIII
of the Complaint are fraudulent transfers of assets from Pirates Tow to Senior
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

165.

Wheeler has met its burden of proving that the transfers alleged in Count XXIX of
the Complaint are fraudulent transfers of assets from Pirates Tow to Ann pursuant
to Ala. Code § 8-9A-5.

The dollar amount of these fraudulent transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent

65

transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
166.

Wheeler has met its burden of proving that the transfers alleged in Count XXX of
the Complaint are fraudulent transfers of assets from Pirates Tow to Laslie
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

167.

Wheeler has met its burden of proving that the transfers alleged in Count XXXI of
the Complaint are fraudulent transfers of assets from Pirates Tow to Kyle pursuant
to Ala. Code § 8-9A-5.

The dollar amount of these fraudulent transfers is

66

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
168.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIII
of the Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments pursuant to Ala. Code § 8-9A-5.

The dollar amount of these

fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value. The
transferor was insolvent at the time he/she/it made these fraudulent transfers or
became insolvent as a result of these fraudulent transfers. In addition or in the
alternative, these fraudulent transfers were made to an insider for an antecedent
debt, the transferor was insolvent at the time of the transfer, and the insider had
reasonable cause to believe that the transferor was insolvent. Accordingly, these
fraudulent transfers will be voided.

67

169.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIV
of the Complaint are fraudulent transfers of assets from A&B Properties to Senior
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

170.

Wheeler has met its burden of proving that the transfers alleged in Count XXXV of
the Complaint are fraudulent transfers of assets from A&B Properties to Ann
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the

68

time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.
171.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVI
of the Complaint are fraudulent transfers of assets from A&B Properties to Laslie
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

172.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVII
of the Complaint are fraudulent transfers of assets from A&B Developments to
Senior pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent
at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

69

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.
173.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVIII
of the Complaint are fraudulent transfers of assets from A&B Developments to Ann
pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value. The transferor was insolvent at the time
he/she/it made these fraudulent transfers or became insolvent as a result of these
fraudulent transfers. In addition or in the alternative, these fraudulent transfers
were made to an insider for an antecedent debt, the transferor was insolvent at the
time of the transfer, and the insider had reasonable cause to believe that the
transferor was insolvent. Accordingly, these fraudulent transfers will be voided.

174.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIX
of the Complaint are fraudulent transfers of assets from A&B Developments to
Laslie pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent

70

at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.
175.

Wheeler has met its burden of proving that the transfers alleged in Count XLI of
the Complaint are fraudulent transfers of assets from A&B Developments to
Virginia pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent
at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.
176.

Wheeler has met its burden of proving that the transfers alleged in Count XLII of
the Complaint are fraudulent transfers of assets from A&B Developments to Best
Buy pursuant to Ala. Code § 8-9A-5.

The dollar amount of these fraudulent

transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These

71

fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent
at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.
177.

Wheeler has met its burden of proving that the transfers alleged in Count XLIII of
the Complaint are fraudulent transfers of assets from Laslie to Best Buy, Senior,
and/or Ann pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent
at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.

72

178.

Wheeler has met its burden of proving that the transfers alleged in Count XLIV of
the Complaint are fraudulent transfers of assets from AFS to unidentified third
parties pursuant to Ala. Code § 8-9A-5. The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value. The transferor was insolvent
at the time he/she/it made these fraudulent transfers or became insolvent as a
result of these fraudulent transfers.

In addition or in the alternative, these

fraudulent transfers were made to an insider for an antecedent debt, the transferor
was insolvent at the time of the transfer, and the insider had reasonable cause to
believe that the transferor was insolvent. Accordingly, these fraudulent transfers
will be voided.

Fraudulent Transfers—Constructive Fraud
as to Present and Future Creditors
179.

Wheeler has met its burden of proving that the transfers alleged in Count IV of the
Complaint are fraudulent transfers of assets from AFS to Junior pursuant to Ala.
Code § 8-9A-4(c). The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts

73

beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
180.

Wheeler has met its burden of proving that the transfers alleged in Count V of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Best Buy,
Senior, and Ann pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these
fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value, and the
transferor intended to incur, or believed or reasonably should have believed that
he/she/it would incur, debts beyond his/her/its ability to pay as they became due.
Accordingly, these fraudulent transfers will be voided.

181.

Wheeler has met its burden of proving that the transfers alleged in Count VI of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments and Ann pursuant to Ala. Code § 8-9A-4(c). The dollar amount of
these fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value, and the
transferor intended to incur, or believed or reasonably should have believed that
he/she/it would incur, debts beyond his/her/its ability to pay as they became due.
Accordingly, these fraudulent transfers will be voided.

74

182.

Wheeler has met its burden of proving that the transfers alleged in Count VII of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments and Ann pursuant to Ala. Code § 8-9A-4(c). The dollar amount of
these fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value, and the
transferor intended to incur, or believed or reasonably should have believed that
he/she/it would incur, debts beyond his/her/its ability to pay as they became due.
Accordingly, these fraudulent transfers will be voided.

183.

Wheeler has met its burden of proving that the transfers alleged in Count VIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Best
Buy, Senior, and Ann pursuant to Ala. Code § 8-9A-4(c). The dollar amount of
these fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value, and the
transferor intended to incur, or believed or reasonably should have believed that
he/she/it would incur, debts beyond his/her/its ability to pay as they became due.
Accordingly, these fraudulent transfers will be voided.

184.

Wheeler has met its burden of proving that the transfers alleged in Count IX of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Laslie and
JBE pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent

75

transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value, and the transferor intended
to incur, or believed or reasonably should have believed that he/she/it would incur,
debts beyond his/her/its ability to pay as they became due. Accordingly, these
fraudulent transfers will be voided.
185.

Wheeler has met its burden of proving that the transfers alleged in Count X of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Pirates Tow
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

186.

Wheeler has met its burden of proving that the transfers alleged in Count XI of the
Complaint are fraudulent transfers of assets from JBE to Best Buy pursuant to Ala.
Code § 8-9A-4(c). The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the

76

exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
187.

Wheeler has met its burden of proving that the transfers alleged in Count XII of the
Complaint are fraudulent transfers of assets from Pirates Tow to Best Buy pursuant
to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

188.

Wheeler has met its burden of proving that the transfers alleged in Count XIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Properties pursuant to Ala. Code § 8-9A-4(c).

The dollar amount of these

fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value, and the
transferor intended to incur, or believed or reasonably should have believed that

77

he/she/it would incur, debts beyond his/her/its ability to pay as they became due.
Accordingly, these fraudulent transfers will be voided.
189.

Wheeler has met its burden of proving that the transfers alleged in Count XIV of
the Complaint are fraudulent transfers of assets from A&B Properties to Best Buy
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

190.

Wheeler has met its burden of proving that the transfers alleged in Count XV of the
Complaint are fraudulent transfers of assets from AFS and/or Junior to Virginia
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

78

191.

Wheeler has met its burden of proving that the transfers alleged in Count XVI of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Ann
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

192.

Wheeler has met its burden of proving that the transfers alleged in Count XVII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Senior
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

193.

Wheeler has met its burden of proving that the transfers alleged in Count XVIII of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Laslie
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers

79

is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
194.

Wheeler has met its burden of proving that the transfers alleged in Count XIX of
the Complaint are fraudulent transfers of assets from AFS and/or Junior to Kyle
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

195.

Wheeler has met its burden of proving that the transfers alleged in Count XXI of
the Complaint are fraudulent transfers of assets from JBE to Virginia pursuant to
Ala. Code § 8-9A-4(c).

The dollar amount of these fraudulent transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the

80

exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
196.

Wheeler has met its burden of proving that the transfers alleged in Count XXII of
the Complaint are fraudulent transfers of assets from JBE to Senior pursuant to
Ala. Code § 8-9A-4(c).

The dollar amount of these fraudulent transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
197.

Wheeler has met its burden of proving that the transfers alleged in Count XXIII of
the Complaint are fraudulent transfers of assets from JBE to Ann pursuant to Ala.
Code § 8-9A-4(c). The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due.

81

198.

Wheeler has met its burden of proving that the transfers alleged in Count XXIV of
the Complaint are fraudulent transfers of assets from JBE to Laslie pursuant to
Ala. Code § 8-9A-4(c).

The dollar amount of these fraudulent transfers is

accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
199.

Wheeler has met its burden of proving that the transfers alleged in Count XXV of
the Complaint are fraudulent transfers of assets from JBE to Kyle pursuant to Ala.
Code § 8-9A-4(c). The dollar amount of these fraudulent transfers is accurately
summarized in Exhibit 542, Findings 1 through 12. These fraudulent transfers
were willfully, intentionally, and maliciously effectuated by the transferor and
willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

200.

Wheeler has met its burden of proving that the transfers alleged in Count XXVII of
the Complaint are fraudulent transfers of assets from Pirates Tow to Virginia
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers

82

is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
201.

Wheeler has met its burden of proving that the transfers alleged in Count XXVIII
of the Complaint are fraudulent transfers of assets from Pirates Tow to Senior
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

202.

Wheeler has met its burden of proving that the transfers alleged in Count XXIX of
the Complaint are fraudulent transfers of assets from Pirates Tow to Ann pursuant
to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the

83

exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
203.

Wheeler has met its burden of proving that the transfers alleged in Count XXX of
the Complaint are fraudulent transfers of assets from Pirates Tow to Laslie
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

204.

Wheeler has met its burden of proving that the transfers alleged in Count XXXI of
the Complaint are fraudulent transfers of assets from Pirates Tow to Kyle pursuant
to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers is
accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts

84

beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.
205.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIII
of the Complaint are fraudulent transfers of assets from AFS and/or Junior to A&B
Developments pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these
fraudulent transfers is accurately summarized in Exhibit 542, Findings 1
through 12. These fraudulent transfers were willfully, intentionally, and maliciously
effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value, and the
transferor intended to incur, or believed or reasonably should have believed that
he/she/it would incur, debts beyond his/her/its ability to pay as they became due.
Accordingly, these fraudulent transfers will be voided.

206.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIV
of the Complaint are fraudulent transfers of assets from A&B Properties to Senior
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

85

207.

Wheeler has met its burden of proving that the transfers alleged in Count XXXV of
the Complaint are fraudulent transfers of assets from A&B Properties to Ann
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

208.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVI
of the Complaint are fraudulent transfers of assets from A&B Properties to Laslie
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

209.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVII
of the Complaint are fraudulent transfers of assets from A&B Developments to
Senior pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent

86

transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value, and the transferor intended
to incur, or believed or reasonably should have believed that he/she/it would incur,
debts beyond his/her/its ability to pay as they became due. Accordingly, these
fraudulent transfers will be voided.
210.

Wheeler has met its burden of proving that the transfers alleged in Count XXXVIII
of the Complaint are fraudulent transfers of assets from A&B Developments to Ann
pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent transfers
is accurately summarized in Exhibit 542, Findings 1 through 12. These fraudulent
transfers were willfully, intentionally, and maliciously effectuated by the transferor
and willfully, intentionally, and maliciously accepted by the transferee without the
exchange of reasonably equivalent value, and the transferor intended to incur, or
believed or reasonably should have believed that he/she/it would incur, debts
beyond his/her/its ability to pay as they became due. Accordingly, these fraudulent
transfers will be voided.

211.

Wheeler has met its burden of proving that the transfers alleged in Count XXXIX
of the Complaint are fraudulent transfers of assets from A&B Developments to
Laslie pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee

87

without the exchange of reasonably equivalent value, and the transferor intended
to incur, or believed or reasonably should have believed that he/she/it would incur,
debts beyond his/her/its ability to pay as they became due. Accordingly, these
fraudulent transfers will be voided.
212.

Wheeler has met its burden of proving that the transfers alleged in Count XLI of
the Complaint are fraudulent transfers of assets from A&B Developments to
Virginia pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value, and the transferor intended
to incur, or believed or reasonably should have believed that he/she/it would incur,
debts beyond his/her/its ability to pay as they became due. Accordingly, these
fraudulent transfers will be voided.

213.

Wheeler has met its burden of proving that the transfers alleged in Count XLII of
the Complaint are fraudulent transfers of assets from A&B Developments to Best
Buy pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value, and the transferor intended
to incur, or believed or reasonably should have believed that he/she/it would incur,

88

debts beyond his/her/its ability to pay as they became due. Accordingly, these
fraudulent transfers will be voided.
214.

Wheeler has met its burden of proving that the transfers alleged in Count XLIII of
the Complaint are fraudulent transfers of assets from Laslie to Best Buy, Senior,
and/or Ann pursuant to Ala. Code § 8-9A-4(c).

The dollar amount of these

fraudulent transfers is accurately summarized in Exhibit 542, Findings 1 through
12.

These fraudulent transfers were willfully, intentionally, and maliciously

effectuated by the transferor and willfully, intentionally, and maliciously accepted
by the transferee without the exchange of reasonably equivalent value, and the
transferor intended to incur, or believed or reasonably should have believed that
he/she/it would incur, debts beyond his/her/its ability to pay as they became due.
Accordingly, these fraudulent transfers will be voided.
215.

Wheeler has met its burden of proving that the transfers alleged in Count XLIV of
the Complaint are fraudulent transfers of assets from AFS to unidentified third
parties pursuant to Ala. Code § 8-9A-4(c). The dollar amount of these fraudulent
transfers is accurately summarized in Exhibit 542, Findings 1 through 12. These
fraudulent transfers were willfully, intentionally, and maliciously effectuated by the
transferor and willfully, intentionally, and maliciously accepted by the transferee
without the exchange of reasonably equivalent value, and the transferor intended
to incur, or believed or reasonably should have believed that he/she/it would incur,
debts beyond his/her/its ability to pay as they became due. Accordingly, these
fraudulent transfers will be voided.

89

Who Owes What
216.

Pursuant to the terms of the Agreement between AFS and Wheeler and the
personal guaranty of the Agreement executed by Junior, AFS and Junior are liable
for $3,019,214.49 due to AFS’s breach of the Agreement. Of this sum,
$794,530.13 represents the unpaid principal balance of the Agreement and
$2,224,684.36 represents the default interest owed on the balance through the
date of judgment, as calculated according to the Agreement’s terms. 10 After
disregarding AFS’s corporate form, the Court will assess the full sum against
Junior.

217.

The Court will void the fraudulent transfers and impose liability against each of the
Defendants for the value of the assets they fraudulently received or benefitted
from. Each Defendant will share jointly and severally in Junior’s liability to Wheeler
to the extent of the value of the assets each Defendant fraudulently received or
benefitted from. After disregarding the corporate forms identified previously, the
Court imposes liability against Defendants for the following sums.

218.

As to Finding 1, the $311,333.20 worth of fraudulent cash transfers from Junior to
Senior and Ann are null and void. Liability will be imposed against Senior and Ann
according to their respective ownership interests in Best Buy: Senior and Ann are
each liable for $155,666.60.

219.

As to Finding 2, the $171,360.99 worth of fraudulent cash transfers from Junior to
Pirates Tow are null and void. The subsequent $40,565.18 worth of cash transfers

10.

The Agreement provides that the unpaid balance accrues simple interest at the rate of 5% per month
from the date of non-payment. The date of non-payment in this case is August 22, 2012, and the
amount of interest that accrues on the unpaid balance each month equals $39,726.5065. After fifty-six
months of non-payment, a total of $2,224,684.36 in interest has accrued.

90

from Pirates Tow to Senior and Ann and the $2,660.00 worth of cash transfers
from Pirates Tow to Ann are also null and void. Liability for the $40,565.18 will be
imposed against Senior and Ann as subsequent transferees according to their
respective ownership interests in Best Buy: Senior and Ann are each liable for
$20,282.59.

Liability for the $2,660.00 will be imposed against Ann as a

subsequent transferee. Liability for the remaining $128,135.81 will be imposed
against Pirates Tow.
220.

As to Finding 3, the $275,764.08 worth of fraudulent inventory transfers from Junior
to Pirates Tow are null and void. Liability will be imposed against Pirates Tow for
the full value of the transfers.

221.

As to Finding 4, the $347,466.00 worth of fraudulent equipment transfers from
Junior to Laslie are null and void. The subsequent $78,216.00 worth of equipment
transfers from Laslie to Senior are also null and void. Liability for the $78,216.00
will be imposed against Senior as a subsequent transferee.

Liability for the

remaining $269,250.00 will be imposed against Laslie.
222.

As to Finding 5, the $383,762.00 worth of fraudulent inventory transfers from Junior
to Laslie are null and void. The subsequent $6,242.75 worth of proceed transfers
from Laslie to Virginia are also null and void. Liability for the $6,242.75 will be
imposed against Virginia as a subsequent transferee. Liability for the remaining
$377,519.25 will be imposed against Laslie.

223.

As to Finding 6, the $595,258.99 worth of fraudulent cash transfers from Junior for
the benefit of Senior and Ann are null and void. Liability will be imposed against

91

Senior and Ann according to their respective ownership interests in A&B
Developments: Senior is liable for $5,952.59 and Ann is liable for $589,306.40.
224.

As to Finding 7, the $250,000.00 worth of fraudulent equipment transfers from
Junior to Senior and Ann are null and void. Liability will be imposed against Senior
and Ann according to their respective ownership interests in A&B Developments:
Senior is liable for $2,500.00 and Ann is liable for $247,500.00.

225.

As to Finding 8, the $189,533.84 worth of real estate fraudulently transferred from
Junior to Senior and Ann is null and void. Liability will be imposed against Senior
and Ann according to their respective ownership interests in Best Buy: Senior and
Ann are each liable for $94,766.92.

226.

As to Finding 9, the $74,000.00 worth of fraudulent cash and payroll transfers from
Junior to Kyle, Ann, and Laslie are null and void. Liability will be imposed against
Kyle in the amount of $8,000.00, against Ann in the amount of $26,000.00, and
against Laslie in the amount of $40,000.00.

227.

As to Finding 10, the $11,925.00 worth of fraudulent cash transfers from Junior to
Laslie are null and void. Liability will be imposed against Laslie for the full value of
the transfers.

228.

As to Finding 11, the $4,352.50 worth of fraudulent cash transfers from Junior to
Laslie are null and void. Liability will be imposed against Laslie for the full value of
the transfers.

229.

In total, Ann is liable for $1,136,182.51 worth of fraudulent transfers, Senior is liable
for $357,384.70 worth of fraudulent transfers, Laslie is liable for $703,046.75 worth
of fraudulent transfers, Pirates Tow is liable for $403,899.89 worth of fraudulent

92

transfers, Kyle is liable for $8,000.00 worth of fraudulent transfers, and Virginia is
liable for $6,242.75 worth of fraudu lent transfers.
230.

The Court summarizes liability for the fraudu lent transfers in the following table:
Defendant

From Finding#

Totals

$155,666.60
22,942.59
589,306.40
247,500.00
94,766.92
26,000.00

1
2
6
7
8
9

$1 ,136,182.51

$155,666.60
20,282.59
78,216.00
5,952.59
2,500.00
94,766.92

1
2
4
6
7
8

$357,384.70

$269,250.00
377,519.25
40,000.00
11,925.00
4,352.50

4
5
9
10
11

$703,046.75

$128, 135.81
275,764.08

2
3

$403,899.89

Kyle

$8,000.00

9

$8,000.00

Virginia

$6,242.75

5

$6,242.75

Ann

Senior

Laslie

Pirates
Tow

Amount Owed

$2,614,756.60

231.

Pursuant to Rules 52(a)(1) and 58 of the Federal Rules of Civil Procedure, the
Court will set out judgment in a separate document. Wheeler has fourteen (14)
days from the date of judgment to file a properly-supported motion for attorney's

fees.
232.

Add itionally, on May 20, 2016 and October 7, 2016, the Court awarded a total of
$58,074.31 in sanctions to Wheeler and against Defendants, which sum remains

93

unpaid. (Dos. 117, 141). The Court will therefore enter a separate judgment as to
sanctions as well.
DONE AND ORDERED in Orlando, Florida on May 15, 2017.

Copies furnished to:
Counsel of Record

94