Background - In 2002 Creditors (the Timothys) obtained a 2009 judgment against Thomas and Teri Keetch (Debtors); Debtors did not pay. - In 2010–2011 funds belonging to Debtors were deposited into a bank account controlled in part by Debtors’ high‑school‑aged son; $50,000 was delivered by check to the Law Firm (Pia, Anderson, Dorius, Reynard & Moss LLC) and deposited into the firm’s client trust account. - At a supplemental hearing four days before the trust deposit, Debtors (represented by attorney Brennan Moss) testified they had no assets; the law firm later used portions of the trust funds for a real‑estate down payment, payments to family members, a court‑ordered payment to Creditors, and paid itself $2,745 in fees. - Creditors sued the Law Firm and Moss asserting Utah Uniform Fraudulent Transfer Act claims (seeking recovery as against the “first transferee”), civil conspiracy, and related theories. - The district court granted summary judgment for Appellees, holding (1) the firm was not a “first transferee” under the Act because it lacked legal dominion or control over funds held in a client trust account, and (2) civil conspiracy could not be predicated on the fraudulent‑transfer statute to extend liability to non‑transferees. - The Court of Appeals affirmed, applying the dominion/control ("mere conduit") test and rejecting the argument that simply receiving funds into a trust account makes the firm a statutory transferee. ### Issues | Issue | Plaintiff's Argument | Defendant's Argument | Held | |---|---:|---:|---| | Whether a law firm that receives funds into its client trust account is a "first transferee" under Utah's Uniform Fraudulent Transfer Act | The firm is a transferee because it "received" the asset; transferee means any person who receives a transferred asset | The firm cannot be a transferee because it lacked legal dominion/control over trust funds; the court should adopt bankruptcy dominion/control tests | Held: Not a first transferee — apply dominion/control test; trust funds held in fiduciary capacity do not give firm dominion or control | | Whether a violation of the Act can serve as the predicate unlawful act for a civil conspiracy claim against the firm | A statutory fraudulent transfer can serve as the unlawful overt act supporting civil conspiracy | Even if a statute violation could qualify, Creditors did not prove a statutory violation as to the firm; non‑transferees cannot be liable under the Act so conspiracy claim fails | Held: Conspiracy claim fails because Creditors did not establish an underlying viable fraudulent‑transfer claim against the firm | | Whether Utah should adopt the Harwell (Eleventh Circuit) requirement that intermediaries must also show good faith to qualify as mere conduits | Creditors suggested Harwell should apply (or at least be considered) | Appellees argued control/dominion test suffices; Harwell’s added good‑faith element is unnecessary and not widely adopted | Held: Court declines to adopt Harwell’s additional good‑faith requirement; not necessary to resolve this case | | Whether depositing funds into a trust account constitutes a "transfer" under the Act | Creditors implied deposit was a transfer to the firm | Defendants argued deposit into a trust account does not dispose of the money or transfer legal interest to the firm | Held: No transfer of legal dominion occurred; deposit into the firm’s trust account did not make the firm the transferee under the Act | ### Key Cases Cited Bonded Fin. Servs., Inc. v. Eur. Am. Bank, 838 F.2d 890 (7th Cir.) (articulates the "dominion" test for initial transferee under the Bankruptcy Code) In re Incomnet, Inc., 463 F.3d 1064 (9th Cir.) (applies and discusses dominion/control framework) Security First Nat'l Bank v. Brunson (In re Coutee), 984 F.2d 138 (5th Cir.) (holds law firm holding funds in trust lacked dominion and was not initial transferee) Nordberg v. Societe Generale (In re Chase & Sanborn Corp.), 848 F.2d 1196 (11th Cir.) (describes the control test and mere‑conduit inquiry) In re Finley, Kumble, Wagner, Heine, Underberg, Manley, Myerson & Casey, 130 F.3d 52 (2d Cir.) (adopts mere conduit rationale distinguishing recipient from transferee) In re Ogden, 314 F.3d 1190 (10th Cir.) (applies dominion/control test to determine transferee status) In re Harwell, 628 F.3d 1312 (11th Cir.) (introduces a good‑faith element to the mere‑conduit/control analysis; not adopted by this court) PHI Fin. Servs., Inc. v. Johnston Law Office, PC, 874 N.W.2d 910 (N.D. 2016) (state supreme court applying mere‑conduit reasoning to a law‑firm trust account deposit)