In re: All American Bottled Water Cor, et al v. Barney Ng, et al, No. 09-36050 (9th Cir. 2010)
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FILED NOT FOR PUBLICATION UNITED STATES COURT OF APPEALS NOV 18 2010 MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT In the Matter of: ALL AMERICAN BOTTLED WATER CORPORATION, No. 09-36050 D.C. No. 3:09-cv-05171-BHS Debtor, MEMORANDUM* MICHAEL D. HITT, in his capacity as the trustee for the bankruptcy estate of All American Bottled Water Corporation, Appellant, v. BARNEY NG; RE LOANS LLC; BAR K INC; PENSCO TRUST CO, Appellees. Appeal from the United States District Court for the Western District of Washington Benjamin H. Settle, District Judge, Presiding Argued and Submitted November 1, 2010 Seattle, Washington Before: B. FLETCHER, FERNANDEZ and BYBEE, Circuit Judges. * This disposition is not appropriate for publication and is not precedent except as provided by 9th Cir. R. 36-3. The trustee appeals from the district court s order affirming the bankruptcy court s dismissal of a motion to avoid certain transfers made by the debtor to defendants Bar K and Ng, on the grounds that the transfers allegedly ran afoul of state fraudulent transfer laws and federal bankruptcy law. See Wash. Rev. Code §§ 19.40.041, 19.40.051; 11 U.S.C. § 544(b). We affirm. We review de novo a district court s decision on appeal from a bankruptcy court. Green v. Savage (In re Greene), 583 F.3d 614, 618 (9th Cir. 2009). We review the bankruptcy court s conclusions of law de novo and its factual findings for clear error. Id. We may affirm the bankruptcy court s decision on any ground fairly supported by the record. Wirum v. Warren (In re Warren), 568 F.3d 1113, 1116 (9th Cir. 2009). The bankruptcy court noted that the challenged transfer the payment of points to Bar K and Ng was part of an overall plan to provide the debtor with short-term funding needed to complete a purchase and begin the development of a water bottling plant. It found that all steps of the plan, including the payments to the defendants, involved transactions that were integral to consummating [the] business plan. The points payments in particular constituted standard fees for loan servicing. We agree with this assessment. Accordingly, we hold that the transfers to Bar K and Ng were part of a single loan transaction. Furthermore, regardless of whether the transfers to Bar K and Ng are viewed separately or as part of a single transaction, the debtor received reasonably equivalent value for the transfers. The district court and bankruptcy court both found that the debtor would not have received $25 million in short-term funds if it had not paid these points to the defendants. Furthermore, neither party suggests that an exchange for $32 million in debt for $25 million in immediate assets does not constitute a transfer for reasonably equivalent value, and neither party suggests that the transaction was conducted at less than arms-length or was otherwise unfair. AFFIRMED.
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