                United States Court of Appeals
                 FOR THE EIGHTH CIRCUIT



                         No. 96-1864


John R. Stoebner, Trustee, *
                           *
          Appellee,        *
                           * Appeal from the United
States
    v.                     * District Court for the
                           * District of Minnesota.
Thomas A. Lingenfelter, doing
                           *
business as Heritage Collectors’
                           *
Society,                   *
                           *
         Appellant.        *


             Submitted:     February 12, 1997

                            Filed:      May 29, 1997


Before FAGG, HEANEY, and JOHN R. GIBSON, Circuit Judges.


HEANEY, Circuit Judge.

    Thomas A. Lingenfelter appeals from an order of the
district court denying several motions for relief from a
jury determination that Lingenfelter received property
from an insolvent company, T.G. Morgan, Inc., in
violation of 11 U.S.C. §§ 544, 548. Lingenfelter also
challenges the district court’s decision to strike a
corporate veil-piercing defense offered by Lingenfelter.
We affirm.
                           I.

    Michael W. Blodgett was president and partial owner
of T.G. Morgan, a corporation that bought and sold rare
coins.    T.G. Morgan shared an office in Wayzata,
Minnesota with several other companies owned by Blodgett
and his family.    Included among the companies in the
office was Keys to History, Inc., owned and operated by
Blodgett and his family for the purchase and sale of
historical documents.

    Although Keys to History and T.G. Morgan had common
shareholders and officers, the same employees, and the
same business location, the two corporations maintained
separate records and were treated separately for
accounting purposes. In addition, Keys to History had
its own suite address, stationery, marketing materials,
phone number, bank account, and ledger.

    Lingenfelter collects and sells historical documents
through his business in Lahaska, Pennsylvania. He met
Blodgett at a trade conference in 1989, after which
Blodgett contacted him about the possibility of
Lingenfelter supplying historic documents to Keys to
History. He subsequently supplied the documents, some of
which were paid for by T.G. Morgan. All documents were
treated in the accounting records of T.G. Morgan and Keys
to History as being owned by Keys to History.        T.G.
Morgan’s books showed a record of a note receivable due
from Keys to History for each document T.G. Morgan
purchased and transferred to Keys to History, although no
actual notes receivable were ever created.



                            2
    Lingenfelter continued to supply documents to
Blodgett, T.G. Morgan, and Keys to History through the
summer of 1991 when the Federal Trade Commission raided
T.G. Morgan’s offices. T.G. Morgan ceased operating in
late 1991, while Keys to History continued doing
business. T.G. Morgan entered bankruptcy proceedings in
January 1992 with the filing of an involuntary Chapter 11
bankruptcy petition. In May




                            3
1992, John R. Stoebner became T.G. Morgan’s trustee in
bankruptcy following the conversion of the case to a
Chapter 7 proceeding.
    In May 1994, Stoebner initiated this action on behalf
of T.G. Morgan’s creditors, asserting that payments
totaling $153,025 made by T.G. Morgan to Lingenfelter in
1990 and 1991 were fraudulent under 11 U.S.C. §§ 544,
548.1 Stoebner claimed that the documents purchased by
T.G. Morgan were delivered to Keys to History and that
T.G. Morgan, insolvent at the time, received no value for
its payments. Lingenfelter asserted a “good faith for
value” defense, arguing that he dealt with Blodgett and
his businesses without knowledge that Blodgett was acting


  1
    Section 544 grants a trustee of a debtor in bankruptcy the same rights and powers
to avoid transfers of property by the debtor afforded to a creditor of the debtor under
various conditions. See 11 U.S.C. § 544. Section 548, in pertinent part, provides that:

        (a) [a] trustee may avoid any transfer of an interest of the debtor in
      property . . . that was made or incurred on or within one year before the
      date of the filing of [a] petition [for bankruptcy protection], if the debtor
      voluntarily or involuntarily-

              (1) made such transfer . . . with actual intent to hinder, delay, or
             defraud any entity to which the debtor was or became, on or after
             the date that such transfer was made or such obligation was
             incurred, indebted; or

               (2)(A) received less than a reasonably equivalent value in
             exchange for such transfer or obligation; and

                (B)(I) was insolvent on the date that such transfer was made
             ....

11 U.S.C. § 548.
                                           4
to the detriment of T.G. Morgan’s creditors and that T.G.
Morgan received value for the payments whether the
documents were received by it or by Keys to History or by
Blodgett. By special verdict




                            5
form, the jury found that the payments had been made to
Lingenfelter; that T.G. Morgan had creditors before and
after they were made; and that they were made with the
intent to delay, hinder, or defraud T.G. Morgan’s
creditors. The jury also found that T.G. Morgan received
no value for its payments, that the company was insolvent
and had unreasonably small capital upon which to operate,
and that it intended to incur debts beyond what it could
pay. Finally, the jury concluded that Lingenfelter had
not taken the payments from T.G. Morgan in good faith.

    After trial, Lingenfelter moved for relief from the
verdict, including a motion for judgment as a matter of
law (“JAML”), claiming that the evidence demonstrated
that T.G. Morgan received value and that he was entitled
to the “good faith for value” defense. Lingenfelter also
moved for a new trial, asserting that the district court
erred in striking his proposed corporate veil-piercing
defense through which he intended to show that T.G.
Morgan received value for its payments by receiving the
documents he delivered to Blodgett or to Keys to History.
Stoebner moved for an award of prejudgment interest. The
district court denied all of Lingenfelter’s motions2 and
granted Stoebner’s motion. Lingenfelter appeals.

                                       II.


    2
     In addition to his motions for judgment as a matter of law and for a new trial,
Lingenfelter moved for a stay of execution of the judgment. With respect to that
motion and Lingenfelter’s other challenges to the proceedings, we adopt the opinion
of the district court in Stoebner v. Lingenfelter, No. 3-94-1009 (D. Minn. Feb. 15,
1995) (denying stay of execution of judgment, denying judgment as a matter of law,
denying motion for a new trial, and granting prejudgment interest).
                                         6
A. JAML

    We review the district court’s denial of a motion for
JAML de novo, applying the same standard used by the
district court. Kaplon v. Howmedica, Inc., 83 F.3d 263,




                            7
266 (8th Cir. 1996).   We resolve all conflicts in the
evidence in favor of the nonmoving party, giving that
party the benefit of all reasonable inferences and
assuming as true all facts supporting the nonmoving
party’s case. Id. at 266-67. We affirm a denial of a
motion for JAML if a reasonable jury could differ as to
the conclusions to be drawn from the evidence. Triton
Corp. v. Hardrives, Inc., 85 F.3d 343, 345 (8th Cir.
1996). We do not weigh or evaluate the evidence nor do
we consider the credibility of the witnesses. Id.

    After careful review of the record, we believe that
the jury’s findings on the special verdict are fully
supported by the evidence.       For each of the jury
findings, Stoebner presented evidence to permit a jury to
find in his favor.3    Moreover, Lingenfelter failed to
carry the substantial burden necessary to warrant JAML on
his “good faith for value” defense.          Lingenfelter
presented little more than his personal background to
demonstrate that he acted in good faith.       This scant
offer of proof barely challenged Stoebner’s voluminous
evidence that T.G. Blodgett received no value for the
payments it made to Lingenfelter. Thus, we affirm the



  3
    Stoebner presented numerous witnesses and exhibits over the course of a ten-day
trial. Stoebner’s evidence addressed each of the findings to be made by the jury,
including the testimony of T.G. Morgan’s financial representatives and creditors,
canceled checks, Lingenfelter’s business records, and shipping labels. We are
confident that the jury relied on more than mere speculation in making its
determinations for which Stoebner had the burden of proof. See City of Omaha
Employees Betterment Ass’n v. Omaha, 883 F.2d 650, 651-52 (8th Cir. 1989) (a court
may not deny a motion for JAML where the verdict is a result of nothing more than
speculation by the jury).
                                        8
district court’s denial of Lingenfelter’s motion for
JAML.




                         9
B. Corporate Veil-Piercing Defense

    Lingenfelter moved for a new trial, asserting that
the district court erred in striking his proposed
corporate veil-piercing defense through which he intended
to show that T.G. Morgan received value for its payments
to him. We review the district court’s conclusions of
law de novo. Friends of the Boundary Waters Wilderness
v. Thomas, 53 F.3d 881, 885 (8th Cir. 1995). Whether to
pierce a corporate veil is a legal determination that, in
our circuit, is governed by state law.      See Minnesota
Power v. Armco., Inc., 937 F.2d 1363, 1367 (8th Cir.
1991). Under Minnesota law, deciding whether to allow a
corporate veil to be pierced requires a court to 1)
analyze whether the corporation functioned as the mere
instrumentality of the principals a party is attempting
to reach by piercing the corporate veil, and 2) determine
whether injustice or fundamental unfairness would occur
if the corporate veil were left intact.       Id. (citing
Victoria Elevator Co. v. Meriden Grain Co., 283 N.W.2d
509, 512 (Minn. 1979)). Whereas the first prong involves
questions of fact, National Bond Fin. Co. v. General
Motors Corp., 341 F.2d 1022, 1023 (8th Cir. 1965), the
second prong raises equitable considerations, Roepke v.
Western Nat’l Mutual Ins. Co., 302 N.W.2d 350, 352 (Minn.
1981); Victoria Elevator, 283 N.W.2d at 512 (corporate
veil properly pierced where, after making the necessary
factual determinations, leaving the corporate veil intact
would be inequitable).      The district court did not
address whether Lingenfelter’s requested defense had
factual support, determining       that there were no
equitable considerations to support a veil-piercing
defense in this case. We agree.

                           10
    Lingenfelter argues that T.G. Morgan’s corporate veil
should be pierced to show that Blodgett and Keys to
History were actually alter egos of T.G. Morgan, and, as
such, T.G. Morgan received value when it purchased
historical documents and delivered them to either
Blodgett or Keys to History. Traditionally, piercing a
corporate veil is conducted to show that a principal
hiding behind a fictitious corporation is liable to
creditors of the corporation.         What Lingenfelter
requests, however, in effect constitutes a “reverse
piercing” of the corporate veil in that it would




                           11
show that the principal behind the purportedly fictitious
corporation received value from him.       Lingenfelter’s
approach is inconsistent with the proper application of
the doctrine.

    Minnesota courts do not apply the doctrine where
nonprincipals, such as T.G. Morgan’s innocent creditors,
will be harmed.4 See In re: Bellanca Aircraft Corp., 56
B.R. 339, 399 (Bankr. D. Minn. 1985), aff’d in part and
remanded in part, 850 F.2d 1275 (8th Cir. 1988); Cargill,
Inc. v. Hedge, 375 N.W.2d 477, 479 (Minn. 1985).
Further, even if the doctrine were applicable to this
case, Lingenfelter was unable to convince the jury that
he took payments from T.G. Morgan in good faith. Thus it
was not necessary for the jury to decide whether one of
the corporations was an alter ego of another principal.
In the absence of a finding of good faith on
Lingenfelter’s part, leaving the corporate veil intact is
not fundamentally unfair.

                                      III.

    Based on the foregoing, we                      affirm     the     district
court’s order in all respects.

       A true copy.

            Attest.


   4
     Minnesota has recognized the “reverse pierce” of the corporate veil under very
limited circumstances, namely when “no shareholder or creditor would be adversely
affected.” Roepke v. Western Nat’l Mutual Ins. Co., 302 N.W.2d 350, 352-53 (Minn.
1981).
                                        12
CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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