                              UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                              No. 11-1234


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.


                              No. 11-1306


JOSEPH LAROSA; DOMINICK LAROSA,

                Plaintiffs - Appellees,

          v.

VIRGIL D. LAROSA; SANDRA LAROSA,

                Defendants – Appellants,

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

                Defendants,

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

                Party-in-Interest.


Appeals 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:   March 21, 2012                 Decided:   April 30, 2012


Before NIEMEYER, GREGORY, and FLOYD, Circuit Judges.


Reversed,   vacated,  and   remanded   by  unpublished opinion.
Judge Gregory wrote the opinion, in which Judge Floyd joined.
Judge Niemeyer wrote a dissenting opinion.


ARGUED: David Bruce Salzman, CAMPBELL & LEVINE, LLC, Pittsburgh,
Pennsylvania, for Joseph LaRosa and Dominick LaRosa.       James
Strother Crockett, Jr., SPILMAN, THOMAS & BATTLE, PLLC,
Charleston, West Virginia, for Virgil D. LaRosa and Sandra
LaRosa. ON BRIEF: Mark S. Frank, Frederick D. Rapone, Jr., Erik
Sobkiewicz, CAMPBELL & LEVINE, LLC, Pittsburgh, Pennsylvania,
for Joseph LaRosa and Dominick LaRosa.     Matthew P. Heiskell,
SPILMAN, THOMAS & BATTLE, PLLC, Morgantown, West Virginia, for
Virgil D. LaRosa and Sandra LaRosa.


Unpublished opinions are not binding precedent in this circuit.




                                     2
GREGORY, Circuit Judge:

           On appeal and cross-appeal from the district court’s

judgment, we address two issues.             First, whether the plaintiffs’

West Virginia Uniform Fraudulent Transfer Act (“WVUFTA”) claim

based on a corporation’s drawdown on its line of credit and

purchase   of    annuities    was   time-barred.       Second,    whether      the

district court’s denial of the plaintiffs’ Rule 59(e) motion to

increase the damage award was an abuse of discretion.                  As to the

first issue, we reverse the district court’s determination that

the   WVUFTA    claim   was   not   time-barred.      Regarding       the   second

issue, we vacate the district court’s denial of the plaintiffs’

Rule 59(e) motion, and we remand this case to the district court

for further proceedings consistent with this opinion.



                                         I.

           This case has an extensive history.                  Because in an

unpublished opinion we write for only the parties, we set forth

the facts only as necessary to treat the issues in this appeal.

           Brothers      Joseph     LaRosa     and   Dominick    LaRosa      (the

“Creditors”), made a loan in 1982 to their cousin Virgil B.

LaRosa and his wife Joan LaRosa (the “Debtors”) for $800,000.

Debtor Virgil B. was the sole shareholder of defendant Cheyenne

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

2006, at which time Debtor Joan LaRosa became the sole owner of

                                          3
Cheyenne, which is not a party here.             The Debtors never made a

payment on the loan, and on November 3, 1994, the Creditors

obtained a judgment against them for $2,844,612.87 plus $10,000

in attorneys’ fees.

             On November 19, 2003, the Debtors filed for a Chapter

11 bankruptcy.        Three reorganization plans filed by the Debtors

in   their     bankruptcy      proceedings     proposed     that    Cheyenne’s

operations would allow the Debtors’ estate to make payments of

$7,000 per month for 60 months to repay the Debtors’ obligation

to the Creditors.        As far as this Court is aware, none of the

plans were confirmed, and the bankruptcy case was converted to a

Chapter 7 bankruptcy.

             After a series of disputes about the finality of the

Creditors’ judgment against the Debtors, settled by this Court’s

per curiam opinion LaRosa v. LaRosa, 108 F. App’x 113 (4th Cir.

2004),   the    Creditors     tried   to   collect     on   the    judgment    by

indexing it in counties in West Virginia where the Debtors owned

real property.

             Around    that   time,   however,   the   Debtors     initiated    a

series of transactions that fraudulently put their assets beyond

the reach of the Creditors.            Debtors used Cheyenne to funnel

some of their assets toward Virgil D. LaRosa and Sandra LaRosa

(the “Transferees”).          Transferee Virgil D. is the son of the

Debtors and the sole shareholder of Regal Coal Company, Inc.

                                           4
(“Regal”), though the company is not a party to this litigation

because    the      claims    against        it        have      been       severed    due     to   a

bankruptcy stay.

             The     Creditors      sued         the       Transferees        in    the     Northern

District    of      West   Virginia         on    June       12,      2007,    to   recover       the

alleged     fraudulently          transferred               assets.           After       extensive

discovery,      a    bench    trial     occurred            in    mid-2009.           The   parties

filed    proposed      findings        of   law        and    fact      and    written      closing

arguments.          At that time, the Creditors settled with the non-

party defendants, and the parties filed supplemental proposed

findings of fact and law.

            On September 15, 2010, the district court issued its

memorandum opinion, finding that the Transferees engaged in a

series of intentionally fraudulent transfers designed to hinder,

delay, and defraud the Creditors’ efforts to collect on their

judgment against the Debtors -- violations of the WVUFTA.                                         The

district court found that “Cheyenne [was] operated as a conduit

through which a portion of debtor’s wealth is passed on its way

to defendants or others.”               J.A. 3669.               There were three types of

transfers       alleged      to   be    violations               of   the     WVUFTA,       and   the

district court found all three types were indeed violations.

The     court       ordered       judgment         against            the     Transferees         for

$1,191,609       but       attached         the        Transferees’            property       worth



                                                       5
$6,799,161.42.      The amount of the attachment was the amount owed

to the Creditors by the Debtors after including interest.

              The judgment in the amount of $1,191,609 is based on

two categories of transfers.                 The first of these is based on a

$491,609      transfer     from      Virgil    B.     LaRosa     to    Cheyenne,      which

eventually found its way to the Transferees.                      Virgil B. LaRosa’s

transfer      occurred     a   few     weeks    after      the   Creditors        began    to

execute    judgment      against       the    Debtors.       This      transfer     is    not

disputed on appeal.            The second transfer was Cheyenne’s purchase

of annuities, the accounts of which were used for the benefit of

Virgil     D.   LaRosa     and       Regal,    using       $700,000        obtained      from

Cheyenne’s line of credit that encumbered Debtors’ securities.

These transfers total the judgment awarded:                      $1,191,609.

              The district court also found that the third category

of transfers -- a series of business dealings between Cheyenne

and Regal -- likewise constituted violations of the WVUFTA.                               The

district court did not award an increased judgment consistent

with   that     finding.        This    failure       to   assign      a    value   to    the

Cheyenne-Regal      transfers          forms    the     basis     of       the   Creditors’

appeal.

              Both parties filed Rule 59(e) motions.                        The Creditors

requested a judgment worth $6,799,161.42, and the Transferees

requested a reduction of the attachment to the amount of the

judgment -- $1,191,609.              The court agreed with the Transferees

                                                6
and    reduced    the    amount       of    the    attachment     accordingly.           The

instant appeal and cross-appeal followed.



                                                  II.

            The    Transferees’            contention    on    cross-appeal         is   that

there can be no liability stemming from Cheyenne’s annuities

purchase based on Cheyenne’s $700,000 drawdown of its credit

line.     They argue that because Virgil B. LaRosa’s pledge of

securities       that    served       as    guaranty     of    the     line    of     credit

occurred more than four years before the Creditors filed the

instant action, the claim is time-barred by the WVUFTA.                                   We

review de novo the construction and application of the statute

of repose.        See Higgins v. E.I. DuPont de Nemours & Co., 863

F.2d    1162,    1167    (4th    Cir.       1988).      Because      the    language      and

history of the statute of repose make clear that it runs from

the date of the security pledge, we reverse the district court

and hold that the Creditors’ WVUFTA claim on the line of credit

was time-barred.

            On    January       25,    2001,      Cheyenne     entered      into    a    Loan

Agreement       with    Huntington         National     Bank    (the       “Bank”),      that

permitted Cheyenne to borrow up to $950,000 on a line of credit.

Debtor Virgil B. LaRosa pledged a series of securities to secure

the line of credit.              On June 26, 2003, Transferee Virgil D.

LaRosa drew down $700,000 under Cheyenne’s line of credit with

                                                   7
the Bank.        With this money Cheyenne purchased over a million

dollars    in     annuities,            which     were         owned      and    controlled     by

Cheyenne    but       whose       accounts      were      used       to   transfer      money   to

Virgil D. LaRosa and Regal.                     The transfers were made according

to a sham land renewal lease.                        The district court found the

scheme    to     be       fraudulent       under     the        WVUFTA      and      awarded    the

Creditors $700,000 on this claim.

            The Transferees argue that the statute of repose had

passed on this transaction.                      Crucial to the argument is the

interpretation of W. VA. CODE § 40-1A-6(d), which provides:

     A transfer is not made until the debtor has acquired
     rights in the asset transferred and an obligation is
     incurred. If the obligation is oral, a transfer is
     made when the obligation becomes effective. If the
     obligation is evidenced by a writing, the obligation
     becomes effective when the writing is delivered to or
     for the benefit of the obligee.

            The Transferees argue that while the drawdown occurred

in 2003, the written security agreements that established the

collateral       pledge         were    delivered        to    the     Bank     on   January    30,

2001.     The WVUFTA’s statute of repose should therefore run from

the January 30, 2001 date.                      Because the Creditors filed their

action in 2007, the Transferees argue, the statute of repose

period     had     passed.              See     W.       VA.     CODE     § 40-1A-9(a),         (b)

(establishing         a    four-year       statute        of     limitations          period    for

violations       of        W.     VA.    CODE    §§ 40-1A-4(a)(1)-(2),                  40-1A-5).

Creditors respond that the statute of repose did not begin until

                                                     8
the securities were actually encumbered by a drawdown on the

credit line, which occurred at the time of the $700,000 drawdown

in 2003.

            We agree with the the Transferees.                      According to the

WVUFTA, the securities were encumbered at the time they were

pledged as collateral for the line of credit because the written

credit-facility agreement created a security interest held by

the Bank on the pledged securities.                      See W. VA. CODE § 40-1A-

6(a)(1) (defining a “transfer” as occurring for real property

“when    the     transfer    is   so      far    perfected        that    a    good-faith

purchaser of the asset from the debtor against whom applicable

law    permits    the    transfer      to   be       perfected    cannot       acquire    an

interest in the asset that is superior to the interest of the

transferee”); W. VA. CODE § 40-1A-6(a)(2) (defining a “transfer”

as    occurring    for   other    assets        “when    the     transfer      is    so   far

perfected that a creditor on a simple contract cannot acquire a

judicial lien otherwise than under this article that is superior

to the interest of the transferee”).

            As the West Virginia Code states, “A transfer is not

made    until     the    debtor     has     acquired       rights        in    the    asset

transferred and an obligation is incurred.”                      W. VA. CODE § 40-1A-

6(d).      Cheyenne’s       obligation      is       contained    in     the   promissory

note.    At the time the note was created, Cheyenne incurred the

obligation to pay back, at whatever time the Bank should demand

                                                 9
it, the full value of the Note outstanding at the time of the

demand, and in return, Cheyenne received the benefit of being

able to obtain advances on the $950,000 at will.                                   The line of

credit extended to Cheyenne was a revolving credit line; under

the     terms     of    the     promissory         note,         Cheyenne       could     request

advances without further due diligence by the Bank.                                     J.A. 2270

(promissory       note).            “If    the    obligation         is     evidenced       by    a

writing” -- here, the writing is the promissory note -- “the

obligation becomes effective when the writing is delivered to or

for the benefit of the obligee,” and the note was delivered in

2001.      W. VA. CODE § 40-1A-6(d).                       No other party could “on a

simple    contract          . . .   acquire       a    judicial      lien       . . .    that    is

superior to the interest of the transferee.”                             W. VA. CODE § 40-1A-

6(a)(2).        The security interests held by the Bank were perfected

and   attached         at    the    time    the       credit-facility            agreement      was

signed because value had been given by the Bank:                                  the Bank was

now required to make advances at the request of the Debtors on

the full $950,000 value of the note.                              See W. VA. CODE § 46-9-

203(a)(1)       (stating       that       attachment        of    the     security       interest

occurs    when     “value      has    been       given”      by    the    security       holder).

Furthermore,       the       West     Virginia         codification         of    the     Uniform

Commercial Code (“WVUCC”) specifically provides that a person

gives    “value”       for     rights      when       he    acquires      the     rights    “[i]n

return for a binding commitment to extend credit or for the

                                                      10
extension of immediately available credit, whether or not drawn

upon.”     W. VA. CODE § 46-1-204(1).            The note and security pledges

are indisputably transfers under the WVUFTA.

             Because the original commitment made by the Bank to

Cheyenne     contained     in       the   promissory    note     constitutes         the

transfer of the full value -- Cheyenne thereafter had a right

under the agreement to $950,000 -- the subsequent advances are

not transfers within the meaning of the WVUCC and the WVUFTA.

Furthermore, because “asset” does not include “[p]roperty to the

extent it is encumbered by a valid lien,” W. VA. CODE § 40-1A-

1(b)(1), the text of the WVUFTA does not support the argument

that the transfer is the movement of value from the encumbered

security to Cheyenne upon each advance.                 Thus, the assets were

transferred for purposes of the WVUFTA only on January 30, 2001,

the   date   the     credit     agreement     was   signed     and    the    security

interests were perfected and attached; the advances themselves

did not constitute transfers under the WVUFTA.                        See Steven L.

Schwarcz,    The     Impact    of    Fraudulent     Conveyance       Law    on   Future

Advances     Supported         by     Upstream      Guaranties        and    Security

Interests, 9 CARDOZO L. REV. 729, 740 (1987) (arguing that a future

advance made pursuant to a committed loan agreement does not

constitute    a     transfer    of    value   under    the   Uniform        Fraudulent

Transfer     Act,    the   Uniform        Commercial   Code,     or    the       federal



                                              11
bankruptcy   code’s   fraudulent   transfer       prohibition,    11   U.S.C.

§ 548).

          The conclusion that the credit agreement constituted

the only transfer with respect to the credit line for WVUFTA

purposes is bolstered by the comments to the Uniform Fraudulent

Transfer Act’s (“UFTA”) 1984 amendments.              Prior to 1984, the

UFTA’s predecessor statute said, “A transfer is not made until

the debtor has acquired rights in the asset transferred and an

obligation is incurred.”      The statute was amended in 1984 to add

§ 6(5), which says, “If the obligation is oral, a transfer is

made when the obligation becomes effective.               If the obligation

is evidenced by a writing, the obligation becomes effective when

the writing is delivered to or for the benefit of the obligee.”

Uniform Fraudulent Transfer Act § 6(5) (1985).             The current West

Virginia Code includes the 1984 amendments.           W. VA. CODE § 40-1A-

6(d) (2010).

          Reading     the   comments   to   the   UFTA,    one   learns   that

§ 6(5) was added to “resolve the uncertainty arising from Rubin

v. Manufacturers Hanover Trust Co., 661 F.2d 979, 989-91 (2d

Cir. 1981), insofar as that case holds that an obligation of

guaranty may be deemed to be incurred when advances covered by

the guaranty are made rather than when the guaranty first became

effective between the parties.”        Uniform Fraudulent Transfer Act

§ 6, cmt. 3 (1985).         The amendment drafters likely considered

                                       12
the significant costs that inure to loan creditors who, under

the Rubin model, would be responsible for doing due diligence or

seeking       professional        opinions      every    time     a    drawdown     on    a

revolving credit facility occurred, which is precisely the sort

of    extra    diligence         that   revolving       facilities      are    meant     to

bypass.        The   UFTA       makes   “the    relevant   time       for    testing     the

transfer . . . the outset of the transaction when the writings

are    delivered,”        and    thereby   “assure[s]      that       with    respect     to

guarantors, a separate fraudulent conveyance analysis will not

be made each time an advance is made to the principal debtor --

which could be over a period of months or years -- but only at

the time the guaranty is signed.”                 1-3 COLLIER LENDING INSTITUTIONS &

THE   BANKRUPTCY CODE ¶ 3.06 (2011).              See Schwarcz, supra, at 740

(noting that Rubin would essentially force banks to “obtain, as

a     condition      to     making       each     future        advance,      the      same

representations and warranties as to the subsidiary’s financial

condition . . . as was obtained at the time the loan facility

was originally extended. . . .                  A lender could gain additional

comfort by performing the same level of due diligence regarding

these financial tests as was made originally”). 1                       These opinions


       1
       There is a strong argument that Rubin itself does not
stand for the principle that drawdowns on credit facilities
always create new obligations. The credit facility in Rubin did
not allow for advances at the sole insistence of the borrower;
the creditor decided each time an advance was requested whether
(Continued)
                                                13
and investigations cost lenders money and therefore increase the

cost of credit by an amount incommensurate with the benefit of

protecting      potential       defrauded   plaintiffs       --    that   was   the

judgment of the drafters of the UFTA amendment.                     The four-year

repose    period   is    best    understood      as   balancing    the    potential

injuries to banks and defrauded creditors.                Within four years of

the establishment of the credit line, banks bear the burden of

fraudulent conveyance; the guaranty to the bank could be set

aside if made with fraudulent intent or for less than equivalent

value.    Afterwards, plaintiffs bear the risk.                   Of course, even

in the latter case, there is no windfall for the debtor because

the   bank    still     has   its   security      interest    in    the    debtor’s

property. 2

              We reverse the judgment of the district court on this

issue and hold that because the Creditors did not file their

claim within four years of the establishment of the line of




to extend the advance, and therefore the creditor had the
ability to analyze the risk that the borrower was skirting legal
obligations to pay. See Schwarcz, supra, at 733-36.
      2
        This admittedly becomes more complicated in the case of
preferential payment of creditors’ claims in which the debtor
receives an indirect benefit when some claims are paid before
others.


                                            14
credit,      their       claim   was     barred     by    the   WVUFTA’s     statute    of

repose. 3



                                                 III.

                 The    Creditors       argued    below     that    the     Debtors     and

Transferees           instituted    a    scheme     that    channeled       assets    from

Cheyenne         to    Regal   through     a     series    of   transfers     for     which

Cheyenne received little value from Regal in exchange for assets

of   significant          value.        The    district     court    found     that    the

transfers violated the WVUFTA but did not assign a value to the

transfers fraudulently made and did not award the Creditors a

remedy      on    this    issue.        The    parties     filed    cross    Rule     59(e)

motions, and the court granted the Transferees’ motion to lower


      3
       Although not raised by the parties, we decline to affirm
on the alternative grounds -- that the transfer occurred when
Cheyenne purchased the annuities -- because to do so would
violate the purpose of statutes of repose: to provide a strict
maximum time limit for causes of action.       Certainly, we may
collapse “a series of transactions and treat[] them as a single
integrated transaction.” In re Sunbeam Corp., 284 B.R. 355, 370
(Bankr. S.D.N.Y. 2002).   But we do not think it appropriate in
this case to use the collapse doctrine to count the dates of the
withdrawals from the annuity accounts, or some other Cheyenne-
Transferee transfer date, as the start of the statute of repose
for the challenged series of transactions. See Mills v. Everest
Reinsurance Co., 410 F. Supp. 2d 243, 255 (S.D.N.Y. 2006)
(rejecting the use of the collapse doctrine for statute of
limitations purposes in the fraudulent conveyance context).
Quite simply, Cheyenne is not a debtor to the Creditors; even a
fraudulent transfer by Cheyenne to another party would not start
the clock under the WVUFTA.       The clock must start with a
transfer from the covered parties, the Debtors.


                                                  15
the amount of the attachment and denied the Creditors’ motion to

increase the amount of the judgment.                The Creditors appeal the

denial   of    the   Rule     59(e)    motion.      We    review    for    abuse   of

discretion.      Collison v. International Chem. Workers Union, 34

F.3d 233, 236 (4th Cir. 1994).

              We vacate and remand the district court’s denial of

the Rule 59(e) motion for two reasons.                   First, we hold that it

was an abuse of discretion for the district court to find the

transfers violated the WVUFTA but refuse to assign an award to

the Creditors in the amount fraudulently transferred.                     We remand

so that the district court may engage in further fact-finding to

determine     the    amount    of     the   award   owed    to     the    Creditors.

Second, assuming the district court maintains its finding that

the Cheyenne-Regal transfers violated the WVUFTA, we remand in

order for the district court to make specific findings as to

which property of the Debtors was transferred that brought the

Cheyenne–Regal transactions within the reach of the WVUFTA.

              Rule 59(e) is used, as relevant here, to correct a

clear error of law or prevent manifest injustice.                    Pacific Ins.

Co. v. Am. Nat’l Fire Ins. Co., 148 F.3d 396, 403 (4th Cir.

1998).    The judgment awarded by the court totaled $1,191,609,

“which is based upon the aggregate value of the cash infusion of

$461,609.00 and the draw down of $700,000.00.”                   J.A. 3681.        The

court did not include a figure for the Cheyenne–Regal transfers

                                             16
despite having found that the transfers violated the WVUFTA.

This discrepancy was raised by the Creditors in their Rule 59(e)

motion, but the court did not give a clear statement as to why

it did not award damages for this claim.          The court apparently

was under the impression that it did not need to resolve the

dispute   between   the   parties’   experts    as   to   the   value    of

fraudulently transferred assets between Cheyenne and Regal. 4           See

J.A. 3649 (“For the purposes of a complete ruling in this civil

action, this Court does not believe that it is necessary to

resolve this disputed testimony.”).

          We agree with the Creditors.         Given that the district

court found a violation of the WVUFTA, that the amount of the

outstanding judgment against the Debtors is greater than the

amount awarded to the Creditors in the decision below, and that

the Creditors asked for damages against the Transferees in the

amount of the judgment against the Debtors, the district court

needed to resolve the factual discrepancy as to the value of the

     4
       It is possible that the district court believed that it
need not reach the issue because it thought it gave the
Creditors everything that they had asked for when it awarded a
judgment of $1,191,609.00.    Although the Creditors admittedly
omitted the larger amount in its supplemental findings of fact
and law, they sought the larger amount in their initial findings
of fact and law.     It is clear that they recognized that the
district court could rule against them on some of the issues and
award a lesser amount, so they asked for alternative judgments.
The Creditors’ poor draftsmanship should not prevent the factual
resolution needed to determine the amount of the award to which
they are entitled in accordance with the law.


                                     17
fraudulently transferred assets between Cheyenne and Regal.            It

was an abuse of discretion for the district court to not give a

reason why it chose one damages award over another.             To simply

state that the Creditors asked for this award does not suffice

given that the Creditors also requested a larger amount in their

proposed findings.      It would be a “manifest injustice” to allow

the ruling to stand given the district court’s findings that the

Cheyenne-Regal transactions violated the WVUFTA and the lack of

a corresponding remedy.

           We also remand so that the district court can make

specific     findings   as   to   what    asset   of   the   Debtors   was

transferred    in   conjunction   with   the   Cheyenne–Regal   transfers.

The district court said that it “has examined the transactions

between Cheyenne and Regal and regards these transactions as a

transfer of assets away from the debtors.          Cheyenne was operated

to avoid the accrual or distributions of substantial profits and

other entitlements which could have been made available to [the

Debtors].”    The court went on to say

     The transactions between Cheyenne and Regal, whether
     or not ‘collapsed,’ must be viewed as a transfer of
     wealth away from the debtors because Cheyenne was
     operated so as to avoid the accrual or distributions
     of substantial profits and other opportunities or
     entitlements  to   [the   Debtors].    Debtors   either
     directed or permitted their son, Virgil D. LaRosa, to
     operate their business and that of Regal, their son’s
     corporation,   as   essentially    a single    business
     enterprise to transfer business opportunities and
     profits from Cheyenne to Regal in such a way as to

                                         18
       hinder, delay and defraud the [judgment-creditors].
       . . .   Debtors did not receive reasonable equivalent
       value in exchange for these profits and business
       opportunities from Cheyenne through Regal to Virgil
       David LaRosa and Sandra LaRosa.

J.A. 3678-69.

             While the court certainly made findings with respect

to the treatment of Cheyenne and Regal as a single entity, the

court did not make a factual finding as to what was transferred

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

In   other    words,     the   WVUFTA     does   not    prohibit      the    fraudulent

transfer     of     assets     from     Cheyenne       to    Regal;     it   prohibits

fraudulent transfers from the Debtors to others.                      See W. VA. CODE

§ 40-1A-1(b) (“‘Asset’ means property of a debtor.”); W. VA. CODE

§ 40-1A-1(b) (“‘Transfer’ means 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.”).           And while the collapse doctrine can be

used   to    show   that     seemingly     innocuous        transfers   from    a   sole

shareholder to his corporation were in fact part of a nefarious

scheme that defrauded the shareholder’s creditors, there must

nevertheless        be   a     transfer     from   the        shareholder      to   the

corporation of some asset.

             The    district     court     said    that       the   Debtors    “either

directed or permitted their son, Virgil D. LaRosa, to operate

                                             19
their business and that of Regal, their son’s corporation, as

essentially a single business enterprise to transfer business

opportunities and profits from Cheyenne to Regal in such a way

as to hinder, delay, and defraud the debtors’ creditors.”                       J.A.

3678-79.      So far the district court has not specified what asset

of the Debtors was transferred that would enable the instant

Creditors to have a cause of action under West Virginia law.                      In

order to perform our function as an appellate court, we need to

know   what    we   are   reviewing.      On    remand,    the    district      court

should make explicit what were the specific assets transferred

away from the Debtors in violation of the WVUFTA.

              We vacate and remand the district court’s denial of

the    Creditors’    Rule     59(e)   motion    for    reconsideration     of     the

motion consistent with this opinion.              Assuming 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 specificy what asset

of the Debtors was transferred in connection with the Cheyenne-

Regal transactions that brought them within the purview of the

WVUFTA.       If the district court alters its judgment, it will

likely, of course, need to alter the amount of the attachment.



                                          IV.

                                           20
          We reverse the district court on the statute of repose

issue, vacate the court’s denial of the Creditors’ Rule 59(e)

motion, and remand this case to the district court for further

proceedings consistent with this opinion.



                                  REVERSED, VACATED, AND REMANDED




                                  21
NIEMEYER, Circuit Judge, dissenting:



                                            I

              In addressing West Virginia’s statute of repose, W.V.

Code    §    40-1A-9,     the    majority       has,    I     respectfully       suggest,

focused      on   the    wrong   transaction         and      thus   has   applied    the

statute of repose in a manner that could bar causes of action

for     fraudulent        transfers     under          West     Virginia’s       Uniform

Fraudulent Transfers Act even before the fraudulent transfers

had been made.

              While it is true that Virgil B. LaRosa created a line

of credit for Cheyenne Sales Company with its bank in 2001,

pledging his stock to secure the line, the line of credit was

like a bank account on which Cheyenne could in the future draw

as needed.        There is no suggestion in the record, or by counsel,

that in creating this line of credit, LaRosa acted with any

fraudulent intent or purpose.               The line of credit was simply a

standing source of funds on which Cheyenne could thereafter draw

for any purpose, legitimate or illegitimate.

              The fraudulent transfer at issue in this case took

place   in    2003      when   LaRosa   ordered        the    bank   to    pay   Cheyenne

$700,000 from its line of credit for the purpose of avoiding

creditors’ efforts to seize his pledged stock.                            The effect of

this payment to Cheyenne was a sale of the stock for $700,000 to

                                                22
place it beyond the reach of creditors.                      And it was this 2003

transaction that the district court found was fraudulent, in

violation of West Virginia’s Uniform Fraudulent Transfers Act,

W. Va. Code § 40-1A-4(a), not the 2001 transaction that created

the line of credit.

              To find now that the limitations period for bringing a

suit on the 2003 fraudulent transfer began before the cause of

action   accrued      results     in   an   absurdity,          which    we   should    not

impute to the West Virginia legislature.                     More importantly, the

language      of   the    limitation      provision       does     not    support      this

construction.       The statute provides in relevant part:

       A cause of action with respect to a fraudulent
       transfer . . . under this article is extinguished
       unless action is brought . . . [u]nder [§ 40-1A-4(a)]
       . . . within four years after the transfer was made.

W.V.   Code    §    40-1A-9(b)     (emphasis          added).      By    employing      the

definite article, the last clause, “within four years after the

transfer was made,” refers back to the opening clause -- “[a]

cause of action with respect to a fraudulent transfer.”                                West

Virginia’s     statute,       therefore,    does       not   extinguish       fraudulent

transfer      suits      by   reference     to    related,       but     nonfraudulent,

transfers.         Instead, like any sensible statute of repose, the

provision only bars causes of action for fraudulent transfers

that have accrued.            Because the fraudulent transfer in this case

took place in 2003, as the district court found, the subsequent


                                                 23
suit, filed within four years of that transfer to obtain relief

from it, was therefore timely filed.

             I    respectfully       conclude         that    the   district     court

analyzed the statute of repose correctly and would therefore

affirm its ruling on this issue.



                                            II

             In calculating the amount of relief, the majority has

again focused, I respectfully submit, on the wrong transactions

-- those between Cheyenne and a related corporation, Regal Coal

Company, and between Regal and its principals.                      In doing so, the

majority has lost sight of the fact that the only transactions

that could be addressed for purposes of relief are those by

which assets were transferred from Virgil B. LaRosa to others.

See   W.V.       Code    §     40-1A-1(b)        (limiting    the    definition    of

“[a]sset[s]” covered by the statute to “property of a debtor”)

(emphasis added).             LaRosa was the judgment debtor (along with

his wife, Joan), and only transfers from him could be considered

fraudulent with respect to the judgment creditors.

             To be sure, the subsequent transfers from Cheyenne to

Regal and from Regal to its principals are necessary links in

the story, connecting the judgment debtor’s initial transfer to

Cheyenne     with       the    eventual     receipt      of    assets   by     Regal’s

principals.        But no evaluation of those transactions would be

                                                 24
relevant to the amount of relief that could be granted, as the

amount of relief would be limited by the amount of the transfers

from LaRosa as the judgment debtor to others, which, as the

district   court   found,   was   $1,191,609.   Accordingly,   I   also

conclude that the district court analyzed this issue correctly

and therefore would affirm its judgment.

           In short, I would affirm entirely the judgment of the

district court.




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