MEMORANDUM
The Receiver supervising the recovery of assets on behalf of investors defrauded by “Ponzi” scheme operator Joseph S. Forte has filed suit against Malvern Preparatory School, seeking to recover proceeds from the scheme allegedly given to the School as “gifts.” Malvern has moved to dismiss the Receiver’s Complaint. For the reasons that follow, I will deny Malvern’s Motion.
I. Background
A. The Government’s Allegations
On January 7, 2009, the Securities and Exchange Commission and the Commodity Futures Trading Commission filed related actions, charging Joseph S. Forte and his Limited Partnership, Joseph Forte, L.P., with violating numerous securities laws through Forte’s operation of a Ponzi scheme from 1995 to 2008.
See SEC v. Forte,
Civil No. 09-63, Doc. No. 1;
CFTC v. Forte,
Civil No. 09-64, Doc. No. 1;
see also Cunningham v. Brown,
*397 On November 24, 2009, after he pled guilty to wire fraud, mail fraud, bank fraud, and money laundering charges, Forte was sentenced to a term of fifteen years imprisonment. See United States v. Forte, Criminal No. 09-304, Doc. No. 35.
B. Procedural History
On January 7, 2009, the SEC and the CFTC sought emergency injunctive relief, asking me, inter alia, to freeze “any funds or other assets presently held by [Joseph Forte or Forte, L.P.], under their control or over which they exercise actual or apparent investment or other authority, in whatever form such funds or other assets may presently exist and wherever located.” Civil No. 09-63, Doc. No. 2 ¶ I; No. 09-64, Doc. No. 2 ¶¶ II—III. Forte did not dispute the agencies’ allegations, and, on September 30, 2009, consented to a permanent injunction and asset freeze. Civil No. 09-63, Doc. No. 34; Civil No. 09-64, Doc. No. 32.
On March 30, 2009, I granted the agencies’ unopposed Motion to appoint Marion A. Hecht as Receiver of the Limited Partnership Estate, and authorized Ms. Hecht to retain Lawrence T. Hoyle, Jr. as Counsel. Civil No. 09-63, Doc. No. 26, ¶ II; Civil No. 09-64, Doc. No. 24, ¶11. The Receiver submitted two Reports (on August 27, 2009 and March 1, 2010), summarizing the steps she has taken to assume control of the Partnership assets. According to her Second Report, the Receiver has collected $359,616 from the sale of the Fortes’ household items, the return of some of Forte’s charitable donations, and the like. Civil No. 09-63, Doc. No. 49, Ex. 1; Civil No. 09-64, Doc. No. 47, Ex. 1. She has also collected from five limited partners some $547,383 in “net winnings,” for a total recovery of $985,103.
C. The Receiver’s Complaint and Malvern’s Motion to Dismiss
On March 29, 2010, the Receiver filed the instant action—one of seven Ms. Hecht brought against individuals and entities alleged to have received misappropriated Partnership assets. See Hecht v. Irwin, Civil No. 10-1371; Hecht v. Abraham Lincoln Found, of the Union League of Phila., Civil No. 10-1372; Hecht v. Skee Ball Profit Sharing Plan Participants, Civil No. 10-1373; Hecht v. Forte, Civil No. 10-1375; Hecht v. Crawford, Wilson, & Ryan Profit Sharing Plan Participants, Civil No. 10-1376; Hecht v. Investors Nos. 1102 & 1119, Civil No. 10-1377. The Receiver alleges that Malvern Prep
received [more than $900,000 in] misappropriated Partnership assets from [Joseph] Forte as purported charitable donations, and ... also received [more than $200,000 in] Partnership assets from one or more limited partners of the Partnership, including the Thornton D. & Elizabeth S. Hooper Foundation. Malvern Prep has refused the Receiver’s request to return the misappropriated funds and other assets that it received from Forte and/or others.
{Doc. No. 1 ¶ 1.) Seeking to recover these gifts “for the benefit of [the Partnership’s] innocent investors,” the Receiver brings three state law claims against Malvern: the first two under the Pennsylvania Uniform Fraudulent Transfer Act, 12 Pa.C.S. §§ 5101 et seq., and the third for common law unjust enrichment. {Id.)
Under PUFTA’s “actual fraud” provision, transfers by Ponzi scheme operators are fraudulent if made “with actual intent to hinder, delay or defraud” investors. 12 Pa.C.S. § 5104(a)(1). Alleging that Forte transferred more than $900,000 in Partnership assets to Malvern “with the actual intent to defraud,” the Receiver seeks to recover these assets under PUFTA *398 § 5107. {Doc. No. 1 1UO.) See 12 Pa.C.S. § 5107(a)(1) (“In an action for relief against a transfer or obligation under this chapter, a creditor ... may obtain ... [ajvoidanee of the transfer or obligation to the extent necessary to satisfy the creditor’s claim.”). Similarly, the Receiver seeks to recover more than $200,000 in Partnership assets transferred to Malvern Prep by the Hooper Foundation—a limited partner whose investments in the Partnership exceeded $16 million—alleging that Forte initially transferred these assets to the Foundation with “actual intent to hinder, delay, or defraud the Partnership’s [investors].” {Doc. No. 1 11.47.) Finally, the Receiver brings a claim for unjust enrichment, asserting that “it would be inequitable to permit Malvern Prep to retain the benefit of ... purported charitable contributions [that] were the product of a Ponzi scheme and were composed solely of monies paid into the Ponzi scheme by limited partners of the Partnership.” {IdA57.)
Malvern has moved to dismiss, arguing that: (1) the Receiver’s PUFTA claims are time-barred; (2) these claims lack particularity as required by Rule 9(b); (3) the Complaint provides the Hooper Foundation—and by extension, Malvern Prep— with an affirmative defense to the Receiver’s second PUFTA claim; (4) the Receiver lacks standing to bring that claim; and (5) the Receiver has failed to allege whether the Partnership received what it expected in exchange for its charitable contributions to Malvern Prep, “a critical element in the assertion of any unjust enrichment claim.” {Doe. No. 8.) Fed.R.Civ.P. 12(b)(6). Some of these arguments border on the frivolous; all are meritless.
II. Legal Standards
In deciding a motion to dismiss for failure to state a claim, I must accept as true the factual allegations in the complaint and make all reasonable inferences in the plaintiffs favor. Fed.R.Civ.P. 12(b)(6);
In re Rockefeller Ctr. Props., Inc.,
III. Discussion
A. The Receiver’s Fraud Claims Are Not Time-Barred
PUFTA imposes the following temporal limits on fraudulent transfer actions:
A cause of action with respect to a fraudulent transfer or obligation under this chapter is extinguished unless action is brought ... under section 5104(a)(1) ... within four years after the transfer was made or the obligation was incurred or, if later, within one year after the transfer or obligation was or could reasonably have been discovered by the claimant.
12 Pa.C.S. § 5109(1). To the extent the Receiver seeks to recover assets transferred to Malvern by Forte or the Hooper Foundation before March 29, 2006—four *399 years before she initiated the instant action—she may do so only if she meets § 5109’s one year discovery requirements.
As I have explained, shortly after Forte surrendered to authorities in December 2008, the SEC and CFTC filed related actions against him and the Partnership, charging them with violating securities laws through the operation of a Ponzi scheme from 1995 to 2008.
See SEC v. Forte,
Civil No. 09-63, Doc. No. 1;
CFTC v. Forte,
Civil No. 09-64, Doc. No. 1. According to Malvern, the
Philadelphia Business Journal
published two articles-— on January 8, 2009 and January 21, 2009— describing Forte’s scheme and the pending SEC and CFTC actions. (Doc.
No. 8, Exs. B, C.) See Benak v. Alliance Capital Mgmt. L.P.,
I did not appoint the Receiver to take possession of the Partnership assets until March 30, 2009.
See
Civil No. 09-63, Doc. No. 26; Civil No. 09-64, Doc. No. 24. The Receiver alleges in the instant Complaint that Forte “adversely dominated” the Partnership and “fraudulently concealed” the factual basis for the Receiver’s claims before her appointment.
(Doc. No. 1
¶¶
31, 32.)
In these circumstances, “it would have been impossible for the [defrauded investors] to have asserted their legal rights before [the Receiver’s] appointment.”
Warfield v. Camie,
Malvern’s suggestion that the defrauded investors were obligated to commence a fraudulent transfer action against Malvern within a year of the Business Journal’s articles is absurd. Although the articles Malvern has provided include a description of Forte’s Ponzi scheme, they do not mention Forte or the Hooper Foundation mak *400 ing “charitable gifts” to Malvern Prep or any other entity. (Doc. No. 8, Exs.B, C.) Accordingly, upon reading the articles, only the people running Malvern Prep itself could have known that the money the School allegedly took from Forte and Hooper was stolen.
Plainly, the earliest conceivable date Ms. Hecht could have known of the purportedly fraudulent transfers to Malvern was the day I appointed her: March 30, 2009. Because she initiated the instant suit on March 29, 2010, her suit is timely under § 5109’s discovery provision.
B. The Receiver’s Allegations of Fraud Satisfy Rule 9(b)
Malvern also contends that the Receiver’s PUFTA claims do not pass muster under Rule 9(b)’s heightened pleading standard. See Fed.R.Civ.P. 9(b) (a party alleging fraud or mistake “must state with particularity the circumstances constituting fraud or mistake”). Again, I do not agree.
The Third Circuit has explained that Rule 9(b)
requires plaintiffs to plead with particularity the “circumstances” of the alleged fraud in order to place the defendants on notice of the precise misconduct with which they are charged, and to safeguard defendants against spurious charges of immoral and fraudulent behavior. It is certainly true that allegations of “date, place or time” fulfill these functions, but nothing in the rule requires them. Plaintiffs are free to use alternative means of injecting precision and some measure of substantiation into their allegations of fraud.
Seville Indus. Mach. Corp. v. Southmost Mach. Corp.,
The Receiver alleges that “[t]he Partnership was operated by Forte as a Ponzi scheme from its inception in 1995,” and that “[a]s a result, all contributions by Forte or the Partnership to Malvern Prep ... were made with the actual intent to defraud creditors....’’ (Doc. No. 1 ¶¶88, 10.) Arguing that these allegations amount to no more than “bald legal conclusion[s] couched as [] factual allegations] which this court is not bound to accept as true,” Malvern contends that the Receiver has “fail[ed] to plead fraud with sufficient particularly with respect to each transfer.” (Doc. No. 8, Mem. at 20.) Malvern is incorrect.
First, the Complaint is replete with allegations detailing the nature and scope of Forte’s Ponzi scheme, including the terms of the September 30, 2009 Consent Orders I entered against Forte.
See, e.g.,
Doc. No. 1 ¶¶ 1-2, 8, 19-22, 24-26, 34-35;
id.,
Exs. A-E;
see also Sands v. McCormick,
In these circumstances, the Receiver has certainly provided “sufficient identification of the circumstances constituting fraud so that [Malvern] can prepare an adequate answer to the allegations.”
Denny,
C. The Complaint Does Not State an Affirmative Defense to the Receiver’s Second PUFTA Claim
Under PUFTA § 5108(d), an innocent “winning” investor in a Ponzi scheme may retain his principal investment through the demonstration of “good faith.” This affirmative defense requires that the winning investor establish to the trial fact-finder: (1) his innocence; and (2) an exchange of fair value (always satisfied in Ponzi scheme cases, because the principal was both invested and returned).
In re Burry,
In its Motion to Dismiss, Malvern contends that the Receiver’s allegations make it “abundantly clear that Forte, alone, ran the [s]cheme and that no one (be it the Hooper Foundation or Malvern Prep) was aware of the artifice he had concocted under the guise of a legitimate business.”
(Doc. No. 8, Mem. at 25.)
Thus because “there is
nothing
in the Complaint suggesting that the Hooper Foundation did not receive transfers in good faith,” Malvern argues that the Receiver’s allegations provide the Foundation with an affirmative defense under § 5108(d), and accordingly, that these allegations “are legally insufficient to support a claim to avoid transfers [of Partnership assets from the Foundation to] Malvern Prep.”
(Id. at 25) (emphasis supplied). See Leveto v. Lapina,
The
Receiver
was under no obligation to allege the Hooper Foundation’s lack of good faith. Rather, “the person who invokes this defense carries the burden of establishing good faith and the reasonable equivalence of the consideration exchanged.” 12 Pa.C.S. § 5108, Committee Comment No. 1. Although the Receiver alleges that Forte made various attempts to conceal the true nature of his scheme from investors, the Complaint is silent as to whether the Hooper Foundation should have known that the returns on its invest-
*402
merits were “too good to be true.”
Donell,
D. The Receiver Has Standing to Recover Gifts the Hooper Foundation Allegedly Made to Malvern Prep
Malvern contends that the Receiver lacks standing to bring her second PUFTA claim because the Complaint does not include
any assertions ... that the Partnership and/or Forte wrongfully transferred funds first to the Hooper Foundation, which in turn, were transferred by the Hooper Foundation to Malvern Prep.... [Nor does the Receiver] allege that the specific transfers by the Hooper Foundation to Malvern were the same funds the Hooper Foundation received from the Partnership. To the extent that transfers from the Hooper Foundation were not transfers of [Partnership assets], they are not avoidable by the Receiver because they would not be avoidable by creditors of the Partnership.
(Doc. No. 8, Mem. at 27.)
I agree that a “trustee cannot have standing to bring a claim that the estate does not possess [or] one that seeks to recover property in which the estate has no interest.”
Ryan v. Sullivan, Hill, Lewin, Rez, Engel & Labazzo,
It is thus evident that the Receiver is seeking to recover from Malvern Prep only those assets “in which the [Partnership] has [an] interest.”
Ryan,
E. The Receiver’s Unjust Enrichment Claim Is Viable
Finally, Malvern argues that the Receiver has failed to state a claim for unjust enrichment because “the Complaint fails to allege what the Partnership anticipated or expected in making ... charitable contributions [to Malvern Prep and the Hooper Foundation], a critical element in the assertion of any unjust enrichment claim.... ” (Doc. No. 8, Mem. at 30.) This argument confounds both the law and common sense.
Under Pennsylvania law, the elements of unjust enrichment are: “(1) benefits conferred on defendant by plaintiff; (2) appreciation of such benefits by defendant; and (3) acceptance and retention of such benefits under such circumstances that it would be inequitable for defendant to re
*403
tain the benefit without payment of value.”
Sovereign Bank v. BJ’s Wholesale Club, Inc.,
As I have explained, the Receiver alleges that Malvern received Partnership assets from Joseph Forte and the Hooper Foundation in the form of charitable contributions, and that these “contributions were the product of [Forte’s] Ponzi scheme and were composed solely of monies paid into the Ponzi scheme by limited partners of the Partnership.”
(Doc. No. 1
¶¶
33-35, H-I9, 57.)
In these “particular factual circumstances,” it is senseless to ask “what the Partnership expected or anticipated” to receive in exchange for its contributions, since these contributions were fraudulently diverted from the Partnership by Forte without the Partnership’s consent. Accordingly, even though the Complaint is silent as to the Partnership’s expectations, the Receiver has sufficiently alleged “that [Malvern] either wrongfully secured or passively received a benefit that it would be unconscionable for [the School] to retain.”
Torchia v. Torchia,
IV. Conclusion
Although acknowledging “the negative impact of Joseph F. Forte’s Ponzi scheme,” and refusing to “cast blame upon the Receiver for exploring every avenue in which she might recover funds for those wronged,” Malvern Prep has nonetheless submitted a Motion to Dismiss that can generously be described as meritless. (Doc. No. 8, Mem. at 1.) I will deny Malvern’s Motion.
An appropriate Order follows.
ORDER
AND NOW, this 26th day of May, 2010, upon consideration of Defendant Malvern Preparatory School’s Motion to Dismiss (Doc. No. 8), the Receiver’s Response in Opposition (Doc. No. 10), and all related documents, it is hereby ORDERED that Defendant’s Motion is DENIED.
IT IS SO ORDERED.