                                                                           FILED
                           NOT FOR PUBLICATION                              JUN 24 2011

                                                                        MOLLY C. DWYER, CLERK
                    UNITED STATES COURT OF APPEALS                       U .S. C O U R T OF APPE ALS




                           FOR THE NINTH CIRCUIT

In re:                                           No. 10-16443

USA COMMERCIAL MORTGAGE                          D.C. No. 2:09-cv-01608-RLH-
COMPANY et al.,                                  LRL

           Debtors.
_________________________________                MEMORANDUM *

BINGHAM MCCUTCHEN, LLP,

              Appellant,

  v.

USACM LIQUIDATING TRUST,

              Appellee.



                    Appeal from the United States District Court
                             for the District of Nevada
                     Roger L. Hunt, District Judge, Presiding

                        Argued and Submitted June 13, 2011
                             San Francisco, California




         *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
Before: SCHROEDER, RIPPLE,** and GRABER, Circuit Judges.

      Defendant Bingham McCutchen, LLP, appeals the district court’s grant of

summary judgment to Plaintiff USACM Liquidating Trust, the successor-in-

interest to bankruptcy debtor USA Commercial Mortgage Company ("USACM").

Shortly before its bankruptcy, USACM transferred $200,000 to Defendant as

payment for legal services that Defendant provided to a third party. Both the

bankruptcy court and the district court held that no reasonable trier of fact could

find that the payment was other than a constructively fraudulent transfer under 11

U.S.C. § 548(a)(1)(B), because USACM did not receive reasonably equivalent

value for the transfer. Reviewing de novo, Barclay v. Mackenzie (In re AFI

Holding, Inc.), 525 F.3d 700, 702 (9th Cir. 2008), we affirm.

      Defendant argues that a genuine issue of material fact exists regarding

whether USACM received reasonably equivalent value for the transfer. In support

of that argument, Defendant points to an entry in USACM’s general ledger that

identified the transfer as an account receivable. The entry, however, fails to

identify the entity or person that was obligated to repay the transfer. Thus, the

evidence offered by Defendant is too ambiguous to support a reasonable inference



       **
            The Honorable Kenneth F. Ripple, Circuit Judge for the United States
Court of Appeals for the Seventh Circuit, sitting by designation.

                                           2
that USACM received a promise of repayment from a solvent party. We therefore

agree with the district court that Plaintiff is entitled to summary judgment because,

on this record, no reasonable trier of fact could find that USACM received value

for the transfer. See Scott v. Harris, 550 U.S. 372, 380 (2007) ("Where the record

taken as a whole could not lead a rational trier of fact to find for the nonmoving

party, there is no genuine issue for trial." (internal quotation marks omitted)).

      Even assuming that someone promised to repay the transfer, the value of

USACM’s account receivable was not reasonably equivalent to the amount of the

transfer. Had USACM attempted to sell the account receivable, it would have been

forced to offer it at a deep discount because the repayment promise was

undocumented, the party responsible for the debt was not recorded and,

consequently, its ability to repay the money would have been in doubt.

Accordingly, we hold that there is no showing in the record that USACM received

reasonably equivalent value for the transfer.

      AFFIRMED.




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