Fell, R. v. 340 Associates, LLC, 125 A.3d 75

340 Associates LLC held the liquor license as its sole asset; license transferred to 334 Kayla, Inc. under a purchase agreement with a note back to 340 Associates.
334 Kayla obtained PLCB approval of the transfer and loan documents secured by the license and the stock of Kayla, with a lease tied to future sale of the license.
The purchase price was $75,000 via a loan payable over five years at 5% interest; Kayla began repayment in 2012 after a period of nonpayment.
Appellant Fell obtained a jury verdict against 340 Associates for $6.8 million in a separate dram shop action, prompting PUFTA claims to void the transfer as fraudulent.
The trial court found elements of fraud under PUFTA §5104(b)(4), (5), (9), (10) but upheld the transfer as not fraudulent under §5104(b)(8) and related value issues.
On appeal, the Superior Court held that the license transfer left 340 Associates insolvent and that the consideration was not reasonably equivalent, vacating the judgment and remanding for entry of judgment in Fell’s favor.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the transfer was fraudulent under PUFTA §5104(a)(1) and (a)(2).	Fell	340 Associates	Yes; transfer fraudulent as to creditors.
Whether the consideration for the transfer was reasonably equivalent under §5104(b)(8) and value under §5103.	Fell	Kayla	No; value not reasonably equivalent; loan to Kayla not exchange for the license.
Whether Kayla was an innocent, good-faith purchaser for value.	Fell	Kayla	Kayla not an insider but not a good-faith purchaser free of fraud concerns; value concerns persist.

Farhat v. Mid Penn Bank, 74 A.3d 149 (Pa. Super. 2013) (badges of fraud and use of PUFTA are reviewed to determine actual intent)
Heaney v. Riddle, 343 Pa. 453 (Pa. 1942) (distribution of assets can demonstrate fraudulent intent)
In re Fruehauf Trailer Corp., 444 F.3d 203 (3d Cir. 2006) (value concepts and economic benefit considerations in PUFTA context)