                               UNPUBLISHED

                   UNITED STATES COURT OF APPEALS
                       FOR THE FOURTH CIRCUIT


                               No. 13-1459


JOSEPH LAROSA; DOMINICK LAROSA,

                 Plaintiffs - Appellants,

           v.

VIRGIL D. LAROSA; SANDRA LAROSA,

                 Defendants – Appellees,

           and

ANDREA PECORA, a/k/a Andrea Fucillo; JENNIFER LAROSA WARD;
CHRIS WARD; CHEYENNE SALES COMPANY, INCORPORATED,

                 Defendants,

JOAN LAROSA, individually and as the Executrix of the Estate
of Virgil B. LaRosa,

                 Party-in-Interest.



Appeal from the United States District Court for the Northern
District of West Virginia, at Clarksburg.   Frederick P. Stamp,
Jr., Senior District Judge. (1:07-cv-00078-FPS-JSK)


Argued:   May 13, 2014                       Decided:   June 11, 2014


Before NIEMEYER, GREGORY, and FLOYD, Circuit Judges.


Affirmed by unpublished opinion.       Judge Gregory wrote         the
opinion, in which Judge Niemeyer and Judge Floyd joined.
ARGUED: Paul A. Prados, DAY & JOHNS, PLLC, Fairfax, Virginia,
for Appellants.    Matthew Pearsall Heiskell, SPILMAN THOMAS &
BATTLE, PLLC, Morgantown, West Virginia, for Appellees.      ON
BRIEF:   James Strother Crockett, Jr., SPILMAN THOMAS & BATTLE,
PLLC, Charleston, West Virginia, for Appellees.


Unpublished opinions are not binding precedent in this circuit.




                                2
GREGORY, Circuit Judge:

       Before us is the latest in a series of appeals concerning

an intrafamilial dispute stemming from an unpaid debt incurred

more than thirty years ago.            In this appeal, we consider whether

transfers between corporations violate the West Virginia Uniform

Fraudulent    Transfer        Act    where       the    transferor      corporation      is

owned entirely by the debtor.               Finding that the transfers do not

originate from and involve assets of the debtor, we affirm.



                                            I.

       In 1982, Joseph and Dominick LaRosa (“Creditors”) loaned

$800,000 to their cousin Virgil B. LaRosa and his wife Joan

(“Debtors”).         Virgil    B.    LaRosa       was    the     sole   shareholder       of

Cheyenne     Sales    Company,       Incorporated          (“Cheyenne”)        until    his

death in 2006, at which time Joan LaRosa became the sole owner

of   Cheyenne.        In   2004,     this        Court    settled,      by    unpublished

opinion,     disputes      concerning        a     1994        judgment      against    the

Debtors.     LaRosa v. LaRosa, 108 F. App’x 113 (4th Cir. 2004).

Subsequently, the Creditors attempted to collect on the debt in

West   Virginia,     where     the    Debtors          owned    real    property.       The

Debtors then initiated a series of transactions using Cheyenne

to funnel some of their assets toward Virgil D. LaRosa, the

Debtors’     son,    and   his      wife     Sandra       (“Transferees”).             These

transactions included a transfer of Virgil B. LaRosa’s personal

                                             3
funds       to   Cheyenne     and    ultimately        placed   the    Debtors’        assets

beyond the Creditors’ reach.

        Cheyenne also entered into a series of transactions with

Regal       Coal   Company,     Incorporated           (“Regal”),     which      was   owned

entirely by Virgil D. LaRosa.                     From the 1980s until 2009, when

it      ceased        operations,          Cheyenne       maintained        a      business

relationship with Regal.                  Cheyenne’s business involved, among

other       things,    buying       raw    coal    and   processing        it    for   sale.

Processing involved some amount of preparation that may have

required cleaning or washing the coal.                          Cheyenne occasionally

charged a separate fee for washing, although it only did so for

a    relatively       small    proportion         of   all   the    coal   it     processed

during its existence.                Regal purchased coal from Cheyenne and

would       sell   the   coal       to    other    customers.         After      Virgil   B.

LaRosa’s death, these sales were largely a product of Virgil D.

LaRosa’s work as an employee for both corporations. 1                           Rather than

conducting sales transactions directly with the end users of the


        1
       Although Joan LaRosa assumed presidency of Cheyenne after
Virgil B. LaRosa’s death, she deferred to Virgil D., who was
Cheyenne’s general manager, regarding Cheyenne’s financial
decisions. As general manager of Cheyenne, Virgil D. sold coal
on Cheyenne’s behalf and, as president of Regal, purchased coal
for Regal.    Virgil D. assessed coal quality and the prices
Cheyenne paid for coal. Virgil D. would negotiate sales prices
with his father, then with Joan after his father’s death.
Virgil D. “was probably doing the negotiating on behalf of both
Regal and Cheyenne” for certain types of coal, and Joan never
rejected his proposals. J.A. 2384-85.


                                              4
coal, “Cheyenne          allowed       Regal    to    make    sales    to   the     ultimate

customer rather than compete for that business because Virgil D.

LaRosa, as he testified, was carrying out the wishes of Virgil

B.   LaRosa.”          J.A.    2380-84.        According       to    Virgil    D.    LaRosa,

Cheyenne’s reputation was so poor that it could not enter into

contracts with end users of the coal.

      In 2007, Creditors filed suit alleging violations of the

West Virginia Uniform Fraudulent Transfer Act (“WVUFTA”).                                The

suit named Transferees as defendants, along with Cheyenne and

other     individuals         not    party    to    this   appeal.        After     a   bench

trial,     the   district           court    found    in     Creditors’     favor.       The

district     court      explained       that       “Cheyenne    [was]     operated      as   a

conduit through which a portion of the debtor’s wealth [was]

passed on its way to defendants or others.”                         The court separated

the alleged transactions into three categories and found that

all three categories involved intentionally fraudulent transfers

designed to hinder, delay, and defraud the Creditors’ efforts to

collect     on   their        judgment       against    the     Debtors.       The      third

category of transfers, the only one relevant to this appeal,

implicated       the    business       dealings       between       Cheyenne   and      Regal

referenced above. 2            The district court assigned monetary values


      2
       The first two categories were (1) a transfer from Virgil
B. LaRosa to Cheyenne within weeks of the Creditors executing
the judgment against the Debtors, and (2) Cheyenne’s purchase of
(Continued)
                                               5
to the first two categories but not the third, and, as a result,

awarded judgment only in the amount of the first two series of

transactions.

      On   appeal,   this   Court    remanded   with   respect   to   the

Cheyenne-Regal transactions.        LaRosa v. LaRosa, 482 F. App’x 750

(4th Cir. 2012).      We held that the district court abused its

discretion in finding a WVUFTA violation but failing to assign

an award for the amount fraudulently transferred.          Id. at 757.

While there were findings demonstrating that Cheyenne and Regal

operated as a single entity, we emphasized the district court’s

failure to “make a factual finding as to what was transferred

away from the Debtors--a necessary precondition of the WVUFTA.”

Id.   In remanding for further factfinding, we explained that

      [a]ssuming that the district court maintains its view
      that the Cheyenne–Regal transactions violated the
      WVUFTA, the court will have to resolve the significant
      factual dispute surrounding the amount fraudulently
      transferred through these transactions and specify
      what   asset  of   the  Debtors   was  transferred  in
      connection with the Cheyenne–Regal transactions that
      brought them within the purview of the WVUFTA.

Id. at 758 (emphasis added).

      On remand, the district court modified its earlier findings

and held that the Cheyenne-Regal transactions did not involve a



annuities, the accounts of which benefited Virgil D. LaRosa and
Regal, using funds from Cheyenne’s line of credit that
encumbered Debtors’ securities.


                                     6
transfer       of   Virgil    B.   LaRosa’s      property.         Creditors     timely

appealed.       We have jurisdiction pursuant to 28 U.S.C. § 1291.



                                           II.

     After a bench trial, we review findings of fact for clear

error and conclusions of law de novo. 3                 See, e.g., Helton v. AT&T

Inc., 709 F.3d 343, 350 (4th Cir. 2013).

     Under      the   WVUFTA,      a   transfer    is    fraudulent    if    a   debtor

transfers      property      “without     receiving     a   reasonably      equivalent

value in exchange.”           W. Va. Code. Ann. § 40-1A-5(a).               A transfer

is “every mode, direct or indirect, absolute or conditional,

voluntary or involuntary, of disposing of or parting with an

asset or an interest in an asset, and includes payment of money,

release, lease and creation of a lien or other encumbrance.”

Id. § 40-1A-1(l).          An asset is the property of a debtor, except,

inter alia, property encumbered by a valid lien.                      Id. §§ 40-1A-

1(b).      A    transfer     can   only    occur   after     the    debtor    acquires

rights in the asset transferred.                Id. § 40-1A-6(d).




     3
       Creditors contend that de novo review applies because
whether an item is an asset within the WVUFTA is a legal
conclusion.   Debtors argue for clear error review because the
existence of a transfer is a factual question and the district
court’s latest opinion indicated that it was modifying its prior
findings.   Resolution of this dispute is unnecessary, as the
result is the same under either standard.


                                            7
      The issue before us turns on the following questions:               (1)

whether the transactions involved assets of Virgil B. LaRosa,

the debtor, and (2) whether those assets were transferred as

defined by statute, i.e., from Virgil B. LaRosa.              The Creditors’

stake their position on the notion that Cheyenne’s profits and

business opportunities are assets subject to the WVUFTA because

they constitute the value of Cheyenne’s stock, and Virgil B.

LaRosa, having owned the entirety of Cheyenne stock, owned the

right to receive Cheyenne’s profits.           Creditors further maintain

that diversion of profits and opportunities, through managerial

decisions that avoided potential increases in profits, amounted

to Virgil B. LaRosa effectively transferring his property.

      We find that the transfers neither involved the Debtors’

assets nor originated from the Debtors.            As we previously noted,

“the WVUFTA does not prohibit the fraudulent transfer of assets

from Cheyenne to Regal; it prohibits fraudulent transfers from

the Debtors to others.         . . .       [T]here must nevertheless be a

transfer from the shareholder to the corporation of some asset.”

LaRosa, 482 F. App’x at 757.           The transfers now before us were

not   from   shareholder     to     corporation;    they    originated   from

Cheyenne.      To    the   extent   those    transfers     involved   property

belonging to any entity, such property belonged to Cheyenne, not

the Debtors.        Corporations, not stockholders, hold legal title

to corporate property.        See City of Huntington v. Public Serv.

                                       8
Comm’n, 110 S.E. 192, 198 (W. Va. 1921).        Creditors contend that

the assets were opportunities for profit that Cheyenne would

have realized had it either sold coal directly to customers or

charged Regal for certain processing tasks.         Any opportunities

for profit, which are arguably too speculative to constitute

property, belonged to Cheyenne.       Virgil B. LaRosa could not have

personally   acquired   rights    to    those   unrealized   corporate

opportunities.   Any transfer of such assets were not his own and

could not, under the WVUFTA, originate from him, even assuming

he might benefit from an increase in Cheyenne’s revenue. 4         Not

having originated from a debtor and not having involved debtor

assets, the Cheyenne-Regal transfers do not violate the WVUFTA.



                                 III.

     For the foregoing reasons, the judgment of the district

court is

                                                             AFFIRMED.




     4
        Virgil B. LaRosa pledged certain Cheyenne assets,
including its accounts receivable, as collateral for a series of
loans.   Thus, it is uncertain to what extent he would have
benefited from any increased profits. Perhaps more importantly,
the collateralization of these loans would implicate the
encumbrance exception and thereby prevent Cheyenne’s accounts
receivable from being assets under the WVUFTA.


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