George Reilly, as trustee of the Nathan L. Bentson 1993 Irrevocable Trust v. Michael J. Antonello, 2014 Minn. App. LEXIS 78

Judgments exceeding $3 million were obtained against Michael Antonello; he was sole shareholder, director, and officer of Michael J. Antonello Insurance Associates Ltd. (the corporation).
A sheriff’s levy on January 2, 2013, sought all shares owned by Antonello in the corporation; at that time he held 10,000 shares (the full issued stock).
Shortly after the levy, the corporation authorized a massive stock increase and issued 500,000 total shares, retaining a single voting class.
The corporation issued 90,000 shares to Jean Antonello for $1,000 and later 400,000 more shares for $100, resulting in Jean holding 98% of the stock; Michael’s ownership dropped to 2%.
In April 2013, the sheriff sold Antonello’s 10,000 levied shares to respondents for $10,000, who later learned the ownership structure had dramatically changed. Respondents sued under the Minnesota Uniform Fraudulent Transfer Act to avoid the transfers.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Standing under MUFTA to challenge stock issuance	Respondents, as creditors, have standing under MUFTA.	The transfers to Jean occurred before respondents became shareholders, so no standing as shareholders.	Respondents have standing as creditors; MUFTA standing requirements met.
Whether summary judgment voiding the stock transfers was proper	Transfers to Jean were valid corporate transactions not subject to MUFTA.	Michael used the corporation to indirectly transfer assets to his wife to hinder creditors.	Summary judgment proper; transfers were fraudulent under MUFTA.

New Horizon Enters., Inc. v. Contemporary Closet Design, Inc., 570 N.W.2d 12 (Minn. App. 1997) (statutory goal to prevent defrauding creditors; badges of fraud aid inference of intent)
Citizens State Bank Norwood Young Am. v. Brown, 849 N.W.2d 55 (Minn. 2014) (transfers between spouses presumptively fraudulent; burden on transferee to rebut)
Snyder Elec. Co. v. Fleming, 305 N.W.2d 863 (Minn. 1981) (burden shifting in fraudulent transfer actions)
Finn v. Alliance Bank, 838 N.W.2d 585 (Minn. App. 2013) (remedial construction of MUFTA; broad application)
New Horizon Enters., Inc. v. Contemporary Closet Design, Inc., 570 N.W.2d 12 (Minn. App. 1997) ((duplicate entry for emphasis))
In re Butler, 552 N.W.2d 226 (Minn. 1996) (application of badges of fraud under MUFTA)
State Bank of New London v. Swenson, 267 N.W.367 (Minn. 1936) (burden shift in spousal transfers under fraudulent transfer law)
Lind v. O.N. Johnson Co., 282 N.W. 661 (Minn. 1938) (historical basis for remedial construction of MUFTA)
Rydrych v. GK CAB Co., Inc., 2011 WL 5829337 (Minn. App. 2011) (excluded due to lack of MUFTA context; not cited as controlling authority)