Arnold L. Kupetz, Trustee v. Morris A. Wolf, Raviel Wolf, the Marmon Group, Incorporated, Defendants

The district court, by way of a summary judgment and directed verdict, determined that the bankrupt made neither fraudulent conveyances under various California fraudulent conveyance statutes and section 548 of the Bankruptcy Code nor improper corporate distributions under California law. 77 B.R. 754 . The Trustee in bankruptcy appeals these determinations. We affirm.

I.

FACTS AND PROCEEDINGS BELOW

Wolf & Vine, a mannequin manufacturing company, is the debtor inproceedings before the United States Bankruptcy Court for the Central District of California. Pri- or to July 31, 1979, Wolf & Vine had been owned 50% by Morris Wolf and 50% by the Marmon Group, Inc. (Marmon). Wolf announced his intention to retire and dispose of his share in the business. Marmon, being obligated under an earlier agreement to purchase the business, began looking for a suitable purchaser of the entire business. After reviewing several potential buyers they decided that David Adashek, an individual backed by Continental Illinois National Bank (the Bank), was suitable.

On July 31,1979, a series of transactions took place that essentially left Adashek in full control of the company. These transactions…