Lariat Companies, Inc., Respondent,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A17-0210

Lariat Companies, Inc.,
Respondent,

vs.

Barbara Wigley,
Appellant,

Michael Wigley,
Defendant.

Filed September 14, 2020
Affirmed; motion denied
Larkin, Judge

Hennepin County District Court
File No. 27-CV-11-23736

George E. Warner, Jr., Warner Law, LLC, Minneapolis, Minnesota (for respondent)

Mychal A. Bruggeman, Tiede Grabarski PLLC, White Bear Lake, Minnesota (for
appellant)

Considered and decided by Larkin, Presiding Judge; Jesson, Judge; and Bratvold,
Judge.

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U N P U B L I S H E D O P I N I O N
LARKIN, Judge
On appeal from a judgment in favor of respondent -creditor following a court trial
on its claims under the Minnesota Uniform Fraudulent Transfer Act (MUFTA), appellant-
wife-transferee argues that the district court abused its discretion by denying her motion
(1) for amended findings related to the district court’s determination that the challeng ed
transfers were both constructively fraudulent and made with actual intent to hinder, delay,
or defraud respondent and (2) to vacate or reduce the judgment under Minn. R. Civ. P.
60.02. Appellant also filed a motion to supplement the record on appeal. We affirm the
district court’s judgment and deny the motion to supplement the record.
FACTS
This appeal arises from allegedly fraudulent transfers of assets from Michael Wigley
(husband) to his wife, appellant Barbara Wigley (wife). 1 Husband is the majority owner
of Baja Sol Cantina EP, LLC (Baja Sol), an entity operating a restaurant business in Eden
Prairie. On October 8, 2008, Baja Sol entered into a commercial lease with respondent
Lariat Companies, Inc. (Lariat). The lease ter m was for ten years , and husband, as Baja
Sol’s president, executed it on Baja Sol’s behalf. Husband signed a personal guarantee for
all of Baja Sol’s obligations under the lease.
In June 2010, Baja Sol defaulted on the lease and was evicted from the premises.
Lariat subsequently sued husband and Baja Sol for breach of contract, and sought

1 Husband and wife will hereinafter be collectively referred to as “the Wigleys.”

3
judgment, jointly and severally, for unpaid rent and attorney fees and costs. The district
court granted Lariat’s motion for summary judgment, awarding Lariat $2,2 24,237 in
damages, pre -and-post-judgment interest, and reasonable attorney fees. This court
affirmed the district court’s judgment in Lariat Companies, Inc. v. Baja Sol Cantina EP,
LLC, No. A12-2202 (Minn. App. Aug. 19, 2013).
In the meantime, Home Fede ral Savings Bank (Home Federal) sued husband in
December 2010, related to a Baja Sol equipment lease. Husband subsequently entered into
assignment and assumption agreements on March 1, 2011, in which he transferred to wife
his interest s in Spell Capital P artners Fund II, LP, and Spell Capital Funds III, LP
(collectively Spell Capital Funds II and III) to wife . Around the same time, husband
removed his name from a joint U.S. Bank account he held with wife.
Husband had negative equity in real property loc ated on Tonkawa Road in Orono,
which was encumbered by a mortgage in favor of Bremer Bank N.A. (Bremer Bank). To
resolve that debt, husband provided a warranty deed to the Tonkawa Road property to
Bremer on March 11, 2011, “as a deed in lieu of foreclosure.”
On September 23, 2011, Indianhead Foodservice Distributer Inc. (Indianhead) sued
husband to recover $116,452.20, plus late fees, collection costs, and attorney fees, related
to foodservice products provided to Baja Sol. Two months later, on November 21, husband
was forced into involuntary bankruptcy by his creditors, including Lariat. The next day,
Lariat, Bremer Bank, and Home Federal commenced this action against wife , alleging

4
certain fraudulent transfers in violation of MUFTA , Minn. Stat. §§ 513 .41-.51 (2010). 2
The complaint alleged that husband had fraudulently transferred funds to wife in an effort
to conceal and preserve assets.
Husband’s bankruptcy was dismissed on March 7, 2012, after he negotiated
settlement with many of his creditors that had forced the involuntary bankruptcy
proceeding. Shortly thereafter, in May 2012, Bremer Bank and Home Federal settled their
fraudulent-transfer claims against wife. Lariat later amended its complaint to specifically
allege that husband fraudulently transferred to wife his ownership interests in the following
assets to avoid paying the judgment for Lariat: (1 ) Great Plains Supply of Sidney Inc.;
(2) Spell Capital Funds II and III; (3) Fine Wine Appreciation Funds I and II; (4) a coin
collection; and (5) checking and savings accounts.3
Husband and wife testif ied at trial, as well as expert witnesses for Lariat and the
Wigleys. The testimony centered on the alleged transfers of the following assets: (1) Spell
Capital Funds II and III; (2) U.S. Bank account; (3) coin collection; (4) wine collection;
(5) Wine Funds; and (6) life insurance policies. Evidence was presented that at the time of
the transfers, wife’s interest in Spell Capital Fund II was $412,258, and her interest in Spell
Capital Fund III was $358,533, for a total of $770,791.

2 In 2015, the MUFTA was amended to the Minnesota Uniform Voidable Transactions Act
(MUVTA). See Minn. Stat. §§ 513.41 -.51 (Supp. 201 5). The amended statute does not
apply in this case because the effective date and application of the amendments do not
apply to a transfer made before August 1, 2015. See 2015 Minn. Laws ch. 17, § 13, at 10.
3 Although Lariat’s amended complaint joined husband as a defendant in these
proceedings, he is not a participant in this appeal.

5
Husband claimed that the purpose of transferring Spell Capital Funds II and III was
to restore value to wife’s estate due to a decline in real estate values. Husband also
acknowledged that in 2011, he removed his name from a joint U.S. Bank account he held
with wife. Husband further testified that although he d id not pay the claims sought by
Home Federal, Lariat, and Indianhead because he “disagreed with them” and “didn’t
believe that they were [his] obligations,” wife later used the assets she received in the
transfers to pay off debts to Bremer Bank and Home Federal. Evidence was presented that
the total amount paid to Home Federal and Bremer Bank to settle their claims was
$675,000.
Lariat’s expert witness opined that husband became insolvent after he transferred
Spell Capital Funds II and III and that, after the transfers, husband’s liabilities ex ceeded
his assets by $178,934. Wife’s expert witness disagreed with Lariat’s expert and claimed
that Lariat’s expert significantly overstated three of husband’s liabilities and understated
two of his assets. Specifically, wife’s expert opined that husband’s liabilities related to the
Home Federal claim, Bremer Bank’s mortgage on the Tonkawa Road property, and a debt
to Wells Fargo related to GPS Hot Springs Partners LLP, were overstated. Wife’s expert
also opined that Lariat’s expert understated husb and’s interest in two assets: (1) GPS
Sidney Equity Interest, and (2) GPS L oan Receivable. Wife’s expert testified that, based
upon a proper calculation of husband’s assets and liabilities, husband was solvent at the
time of the transfers.
Following the trial, the district court determined that Lariat failed to establish its
fraudulent-transfer claims with respect to (1) the coin and wine collection; (2) the Wine

6
Funds; and (3) the life i nsurance policies. But the district court determined that husband
transferred his interests in Spell Capital Funds II and III and the U.S. Bank account to wife,
“with actual inten t to hinder, delay, or defraud Lariat ; without receipt of reasonably
equivalent value in exchange for th e transfers; and at a time when . . . [husband] was
insolvent or became insolvent as a result of the transfers.” Thus, the district court
concluded that Lariat established a presumption of fraudulent transfer as to Spell Capital
Funds II and III, and the U.S. Bank account.
The district court further concluded that the Wigleys failed to rebut the presumption
by clear and convincing evidence. In doing so, the district court found the Wigley s’
testimony that the transfers were made for estate planning purposes incredible. The district
court determined the value of Spell Capit al Funds II and III to be $770,7 91 and the value
of the U.S. Bank a ccount to be $24,307, for a total of $795,098. The district court,
therefore, entered judgment in favor of Lariat and against the Wigleys “jointly and
severally, with statutory interest, costs, and disbursement.”
The Wigleys moved for amended findings and to vacate the judgment . But their
motion was stayed in February 2014, when husband filed for chapter 11 bankruptcy. After
the bankruptcy court confirmed husband’s plan of reorganization, wife renewed the motion
for amended findings and moved to vacate the judgment.
In December 2016, wife’s motion for amended findings and to vacate the judgment
was granted in part and denied in part. The district court determined that it had erroneously
determined the amount of the U.S. Bank account balance at the time of the transfer and
therefore amended the findings to reflect a balance of $10,492.06. But after determining

7
that it had properly applied the badges of fraud and the presumption that transfers between
spouses are fraudulent, the district court rejected wife’s challenge to the finding that
husband was insolvent at the time of the transfers. In addition, the district court determined
that it had properly weighed the equities with respect to the judgment against wife. Lastly,
the district court concluded that husband’s bankruptcy discharge did not merit vacating the
judgment against wife.
Wife filed for chapter 11 bankruptcy, and she later appealed the denial of her motion
for amended findings and to vacate the judgment. This court stayed wife’s appeal in light
of her pending bankruptcy proceeding.
On June 20, 2018, the stay of appea l was dissolved. After briefing was complete,
wife filed a motion to supplement the record with a supplemental addendum. Lariat
opposed the motion.
On November 9, 2018, a bankruptcy appellate panel determined that Lariat’s claim
against wife must be disallowed. In re Wigley, 593 B.R. 327, 331 (B.A.P. 8th Cir. 2018).
This court subsequently granted wife’s motion to stay the appeal again, concluding that
“[a]lthough it is not clear that any final bankruptcy decision regarding Lariat’s claim would
be self-implementing or have a direct impact on the state court judgment that is the subject
of this appeal, a final d ischarge of any debt owed by [wife] to . . . Lariat may render this
appeal moot.”
In March 2020, the Eighth Circuit Court of Appeals revers ed the bankruptcy
appellate panel, concluding that husband’s bankruptcy discharge extinguished his liability,
but it did not retroactively extinguish wife’s joint -and-several liability for the fraudulent -

8
transfer judgment. In re Wigley , 951 F.3d 967, 971 (8th Cir. 2020). The court also
determined that , because Lariat’s claim against wife resulted from the termination of a
lease, the claim was subject to a cap on damages under 11 U.S.C. § 502(b)(6) (2018). Id.
at 971-72. The court therefore held that Lariat’s bankruptcy claim against wife was capped
at $308,805 plus applicable interest. Id. at 972.
On May 1, 2020, this court dissolved the stay and reinstated this appeal.
D E C I S I O N
I.
Wife challenges the district court’s denial of her motion fo r amended findings.
“Upon motion of a party . . ., the court may amend its findings or make additional findings,
and may amend the judgment accordingly if judgment has been entered.” Minn. R. Civ.
P. 52.02. We review a “district court’s decision whether to grant a motion for amended
findings for an abuse of discretion.” Landmark Cmty. Bank, N.A. v. Klingelhu tz, 927
N.W.2d 748, 754 (Minn. App. 2019) ( Landmark II); see Stroh v. Stroh, 383 N.W.2d 402,
407 (Minn. App. 1986) (“[T]he purpose of a motion to amend conclusions is to permit the
[district] court a review of its own exercise of discretion.”). A district court abuses its
discretion if “its decision is based on an erroneous view of the law or is against logic and
the facts in the record.” Thompson v. Schrimsher , 906 N.W.2d 495, 500 (Minn. 2018)
(quotation omitted).
The purpose of MUFTA is “to prevent debtors from placing property that is
otherwise available for the payment of their debts out of the reach of their creditors.” Finn
v. Alliance Bank, 860 N.W.2d 638, 644 (Minn. 2015) (quotation marks omitted). To fulfill

9
this purpose, “ MUFTA allows creditors to recover assets that debtors have fraudulently
transferred to third parties.” Id. “To cover the variety of situations in which debtors may
attempt to place assets beyond the reach of creditors, MUFTA allows creditors to recover
assets that a debtor transfers with fraudulent intent” under Minnesota Statute s section
513.44(a)(1), “as well as those transfers that the law treats as constructively fraudulent”
under sections 513.44(a)(2), and 513.45. Id.
The district court here determined that both the transfers were made with actual
intent to hinder, delay, or defraud Lariat, and that they were constructively fraudulent.
Wife challenges both determinations.
A. Actual Fraud
MUFTA provides:
(a) A transfer made or obligation incurred by a debtor is
fraudulent as to a creditor, whether the creditor’s claim arose
before or after the transfer was made or obligation was
incurred, if the debtor made th e transfer or incurred the
obligation:

(1) with actual intent to hinder, delay, or defraud any
creditor of the debtor . . . .

Minn. Stat. § 513.44(a)(1).
Under MUFTA, actual intent under subsection (a)(1) is determined by consideration
of the following factors, often referred to as “badges of fraud”:
(1) the transfer or obligation was to an insider;
(2) the debtor retained possession or control of the property
transferred after the transfer;
(3) the transfer or obligation was disclosed or concealed;
(4) before the transfer was made or obligation was incurred,
the debtor had been sued or threatened with suit;

10
(5) the transfer was of substantially all the debtor’s assets;
(6) the debtor absconded;
(7) the debtor removed or concealed assets;
(8) the value of the consideration received by the debtor was
reasonably equivalent to the value of the asset transferred or
amount of the obligation incurred;
(9) the debtor was insolvent or became insolvent shortly after
the transfer was made or the obligation incurred;
(10) the transfer occurred shortly before or shortly after a
substantial debt was incurred; and
(11) the debtor transferred the essentia l assets of the business
to a lienor who transferred the assets to an insider of the debtor.

Minn. Stat. § 513.44(b); see Finn, 860 N.W.2d at 645 (explaining that, because actual intent
to defraud a creditor is rarely susceptible of direct proof, a creditor may rely on various
badges of fraud under Minn. Stat. § 513.44(b) to prove a debtor’s fraudulent intent); see
also Citizens State Bank of Norwood Young Am. v. Brown , 849 N.W.2d 55, 62 (Minn.
2014) (referring to the factors set forth in Minn. Stat. § 513.44(b) as “badges of fraud”).
“The presence of a single badge of fraud may, but does not necessarily, pro ve
fraudulent intent. The presence of several badges of fraud, however, creates an inference
of fraud that requires clear evidence of a legitimate purpose to rebut.” Citizens State Bank,
849 N.W.2d at 66 (citations omitted). Once a creditor has prove d that the debtor made a
transfer with fraudulent intent, the transferee may still defeat liability by establishing the
affirmative defense set forth in Minn. Stat. § 513.48 (2010), which protects transferees who
took the transfer in good faith and for a reasonably equivalent value. Finn, 860 N.W.2d at
645. “Otherwise, the creditor is entitled to recover judgment for the value of the asset
transferred, or the amount necessary to satisfy the creditor’s claim, whichever is less,
against the transferee.” Id. (quotation omitted).

11
“Whether a debtor made a transfer with fraudulent intent is ordinarily a question of
fact.” Citizens State Bank, 849 N.W.2d at 65. “Findings of fact . . . shall not be set aside
unless clearly erroneous, and due regard shall be given to the opportunity of the [district]
court to judge the credibility of the witnesses.” Minn. R. Civ. P. 52.01. We view the
evidence “in the light most favorable to the verdict.” Rasmussen v. Two Harbors Fish Co.,
832 N.W.2d 790, 797 (Minn. 2013) . If reasonable evide nce supports the district court’ s
factual findings, “a reviewing court should not disturb those findings.” Fletcher v. St. Paul
Pioneer Press, 589 N.W.2d 96, 10 1 (Minn. 1999). But questions of law are review ed de
novo. Alby v. BNSF Ry. Co., 934 N.W.2d 831, 833 (Minn. 2019).
The district court determined that the transfer s of both the U.S. Bank account and
Spell Capital Funds II and III “were made by [husband] with actual intent to hinder, delay,
or defraud Lariat.” In the order denying wife’s motion for amended findings, the district
court found that “[s]everal of the badges of fraud are present in this case[],” including
(1) husband’s insolvency at the time of the transfers; (2) husband did not receive value for
the transfer; (3) wife did not use the proceeds of Spell Capital F unds II and III to settle
husband’s debt “immediately” after the transfer; (4) the transfers occurred after husband
had been sued or thr eatened with suit regarding debts; (5) husband did not disclose the
transfer to his creditors; and (6) husband made the transfer to an insider.
Wife argues that in finding that husband engaged in actual fraud, the “district court
erroneously applied a marital presumption and improperly shifted and misstated the burden
of proof.” Wife also contends that a proper application of the badges of fraud do es not
support a finding that husband committed actual fraud.

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1. Marital Presumption
Under MUFTA, an “insider” includes “a relative of the debto r.” Minn. Stat.
§ 513.41(7)(i)(A). This statutory definition “includes spouses.” Landmark Cmty. Bank,
N.A. v. Klingelhutz, 874 N.W.2d 446, 452 (Minn. App. 2016) ( Landmark I) (citing Minn.
Stat. § 513.41(7)(i)(A) prior to MUFTA’s amendment in 2015). Historically, in a contest
between a wife and the creditors of her husband, a presumption of fraudulent conveyance
existed that required affirmative proof to rebut. See, e.g., Kummet v. Thielen , 298 N.W.
245, 246-47 (Minn. 1941) (stating that a “transfer between husband and wife is presumed
to be fraudulent as to existing creditors,” but noting that a “transfer by a husband to his
wife of property which belongs to her legally or equitably is not fraudulent to his
creditors”); Minneapolis Stock-Yards & Packing Co. v. Halonen , 57 N.W. 1135, 1135-36
(Minn. 1894) (“In a contest between the wife and the creditors of a husband there is . . . a
presumption against her which she must overcome by affirmative proof.”). “This
presumption continued under the Uniform Fraudulent Conveyance Act. ” Citizens State
Bank, 849 N.W.2d at 62; see Snyder Elec. Co. v. Fleming , 305 N.W.2d 863, 867 (Minn.
1981) (stating that, under MUFTA, “[t]he aggrieved creditor ordinarily bears the burden of
proving a conveyance is fraudulent, but the relationship between the parties to a transaction
may shift this burden to varying degrees”).
In Citizens State Bank, however, the supreme court recognized that under MUFTA,
whether a transfer is made to a spouse or other “insider” is one of 11 badges of fraud
provided in Minn. Stat. § 513.44(b)(1). 849 N.W.2d at 62. But the supreme court declined
to “decide whether the marital presumption survives the adoption of MUFTA” because the

13
parties to the allegedly fraudulent transfer in that case were not spouses at the time of the
transfers. Id.
Seizing upon the language from Citizens State Bank, wife argues that the supreme
court “implied that M UFTA would not recognize a presumption upon a marital status.”
Wife contends that this implication is bolstered by the supreme court’s decision in Finn,
which rejected the existence of a Ponzi-scheme presumption under MUFTA. In Finn, the
supreme court considered whether “the so -called ‘Ponzi-scheme presumption’ applies to
claims brought under MUFTA.” 860 N.W.2d at 644. The supreme court stated that
“MUFTA does not contain a provision allowing a court to presume fraudulent intent,” and
that MUFTA instead “contains a list of factors, commonly referred to as ‘badges of fraud,’
that a court may consider to determine whether a debtor made a transfer with actual intent
to defraud creditors.” Id. at 647. The court concluded that
although a court could make a “rational inference” from the
existence of a Ponzi scheme that a particular transfer was made
with fraudulent intent, there is no statutory justification for
relieving the Receiver of its burden of proving —or for
preventing the transferee from attempting to disprove —
fraudulent intent. Instead, fraudulent intent must be
determined in light of the facts and circumstances of each case.

Id. (citation omitted).
As stated in Citizens State Bank , a presumption of fraudulent conveyance has
historically been recognized in a contest between a wife a nd the creditors of her husband .
849 N.W.2d at 61. The Citizens State Bank court specifically declined to determine
whether the “marital presumption survives the adoption of MUFTA.” Id. at 62. And the
Finn court r ejected the existence of a Ponz i-scheme presumption , but not the marital

14
presumption under MUFTA . 860 N.W.2d at 647 -48. Because the supreme court has
acknowledged the existence of marital presumption after adoption of MUFTA and has not
expressly rejected that presumption, the district court did not err by applying the marital
presumption to Lariat’s MUFTA claims. See State v. M.L.A., 785 N.W.2d 763, 767 (Minn.
App. 2010) (stating that “[t] he district court, like this court, is bound by supreme co urt
precedent”).
Moreover, even if wife could show that the district court improperly applied the
marital presumption, that error would not provide a basis for relief because wife cannot
show prejudice. See Minn. R. Civ. P. 61 (requiring harmless error to be ignored); see also
Midway Ctr. Assocs. v. Midway Ctr., Inc. , 237 N.W.2d 76, 78 (Minn. 1975) (stating that
appellant must show both error and prejudice to prevail on appeal). In determining that
husband’s transfer to wife was made with fraudulent inte nt, the district court considered
the badges of fraud. Because the district court considered the badges of fraud in
determining fraudulent intent, any error in an improper application of the mar ital
presumption was harmless. See Finn, 860 N.W.2d at 647 (stating that MUFTA contains a
list of factors, known as “badges of fraud,” that are to be considered by the district court in
determining fraudulent intent); see also Reilly v. Antonello , 852 N.W.2d 694, 700 -01
(Minn. App. 2014) (affirming actual-fraud determination where, “[e]ven setting aside th[e]
presumption of fraud for marital transfers,” the district court found “ample badges of fraud
surrounding the transactions” (quotation marks omitted)).

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2. Badges of Fraud
Wife argues that the district court “misapplied the badges of fraud in holding that
[husband] committed actual fraud.” Specifically, she contends that the district court erred
by failing to weigh the absence of the following “key badges of fraud as mitigating the
presence of other more inno cuous badges”: (1) affirmative concealment of the transfers;
(2) transfer of all assets; (3) absconding of the debtor; (4) further removal or concealment
of assets; (5) that the debtor made the transfers immediately before incurring a new debt;
and (6) that the debtor retained control of the transferred property for his own debt. We
disagree.
Although the district court did n ot address all the badges of fraud listed in section
513.44(b), it was not necessary to do so: the statute simply lists several factors that “may”
be considered in determining actual fraud. See Minn. Stat. § 513.4 4(b) (listing several
factors to which “consideration may be given, among other factors,” when “determining
actual intent under subsection (a)(1)”). And the “presence of [only some] badges of fraud
. . . creates an inference of fraud that requires clear evidence of a legitimate purpose to
rebut.” Citizens State Bank, 849 N.W.2d at 66 (citations omitted). Moreover, wife cites no
caselaw supporting her proposition that the district court must weigh the absence of other
badges of fraud as mitigating factors in determining fraudulent intent. Thus, wife is unable
to show that the district court erred by not weighing the absence of several badges of fraud.
Wife also contends that the district court erred by finding actual fraud because “at
least two” of the badges of fraud that were found by the district court to be present are not
supported by the record: (1) husband’s insolvency; and (2) husband’s failure to disclose

16
the transfers. But the district court found the presence of six badges of fraud , which were
unrebutted by wife. Although wife claims that two of the badges of fraud are not supported
by the record, she fails to challenge the other four. 4 The presence of four badges of fraud
is sufficient to support the district court’s determination of actual fraud, particularly where
the transfer occurred between spouses, which is a “significant consideration.” See
Landmark I, 874 N.W.2d at 452 (affirming determination of fraudulent intent where five
badges of fraud were present, including that the property was transferred to a spo use’s
limited liability company, which constituted an “insider” under MUFTA); see also Citizens
State Bank, 849 N.W.2d at 66 (stating that the “presence of [only some] badges of fraud
. . . creates an inference of fraud that requires clear evidence of a legitimate purpose to
rebut”). In fact, only one badge of fraud may be necessary to prove fraudulent intent. See
Citizens State Bank, 849 N.W.2d at 66 (“The presence of a single badge of fraud may . . .
prove fraudulent intent.”).
Moreover, despite wife’s argument to the contrary, the presence of the following
two badges of fraud is supported by the record: (1) husband’s failure to disclose the
transfers; and (2) husband’s insolvency. See Wilson v. Moline, 47 N.W.2d 865, 870 (Minn.
1951) (stating that appellate courts need not “discuss and review in detail the evidence for
the purpose of demonstrating that it supports the [district] court’s findings”). The district

4 By not challenging the findings with respect to the other four badges of fraud, wife has
forfeited this challenge. See Middle River-Snake River Watershed Dist. v. Dennis Drewes,
Inc., 692 N.W.2d 87, 91-92 (Minn. App. 2005) (concluding that challenge to district court’s
legal conclusion was waived because the issue was not briefed); DLH, Inc. v. Russ , 544
N.W.2d 326, 330 (Minn. App. 1996) (ruling that issue not raised o n appeal was waived);
aff’d, 566 N.W.2d 60 (Minn. 1997).

17
court, therefore, did not clearly err by d etermining that the transfers were made with
fraudulent intent.
B. Constructive Fraud
Wife also challenges the district court’s constructive -fraud determination.
Constructive fraud does not require proof of fraudulent intent; rather, it requires a creditor
to prove that
the debtor made the transfer or incurred the obligation: . . .

(2) without receiving a reasonably equivalent value in
exchange for the transfer or obligation, and the debtor:

(i) was engaged or was about to engage in a business or
a transaction for which the remaining assets of the debtor were
unreasonably small in relation to the business or transaction; or

(ii) intended to in cur, or believed or reasonably should
have believed that the debtor would incur, debts beyond the
debtor’s ability to pay as they became due.

Minn. Stat. § 513.44(a)(2); see also Minn. Stat. § 513.45(a) (stating that a transfer is
fraudulent “as to a cred itor whose claim arose before the transfer was made” if there was
no “reasonably equivalent value” for the transfer and “the debtor was insolvent at that time
or the debtor became insolvent as a result of the transfer”). Therefore, “a claim for
constructive fraud turns on a creditor’ s ability to show tha t the debtor made the transfer
without receiving reasonably equivalent value, and that the debtor was insolvent, or the
transfer made the debtor insolvent or unable to pay its debts.” Finn, 860 N.W.2d at 645.
Under MUFTA, “[a] debtor is insolvent if the sum of the debtor’s debts is greater
than all of the debtor’s assets, at a fair valuation.” Minn. Stat. § 513.42(a). MUFTA also

18
states that “[a] debtor who is generally not paying debts as they become due is presumed
to be insolvent.” Minn. Stat. § 513.42(b).
Wife does not dispute that Lariat’s claim arose before the transfers were made and
that she did not give reasonably equivalent value for the transfers. But wife challenges the
district court’s finding that the transfers rendered husband insolvent. Specifically, she
argues that the district court clearly erred by finding that (1) husband “was not paying his
debts as they came due; and (2) [husband’s] liabilities exceeded his assets.”
1. Payment of Debts as They Became Due
The district court found that husband “was unable to pay his debts as they became
due,” relying on “the deed in lieu of foreclosure” on the Tonkawa Road property, “the
various lawsuits and judgments, and the bankruptcy proceed ing.” Wife challenges that
finding, arguing that it is legally erroneous because it disregards “MUFTA’s requirement
to ignore debts subject to a bona fide dispute in analyzing whether a debtor is paying debts
as they become due.” Wife argues that, because husband had a bona fide dispute regarding
the debts he owed to Home Federal, Bremer Bank, and Lariat, the presumption of
insolvency did not arise under MUFTA for nonpayment of debt. We are not persuaded.
As wife acknowledges, when MUFTA was amended in 2 015, the presumption set
forth in section 513.42(b) was amended to read:
(b) A debtor that is generally not paying the debtor’s
debts as they become due other than as a result of a bona fide
dispute is presumed to be insolvent. The presumption imposes
on the party against which the presumption is directed the
burden of proving that the nonexistence of insolvency is more
probable than its existence.

19
2015 Minn. Laws ch. 17, § 2, at 4 (emphasis added). But the 2015 amendments to MUFTA
“do not apply to a transfer made, an obligation incurred, or a right of action incurred before
August 1, 2015.” 2015 Minn. Laws ch. 17, § 13, at 10. It is undisputed that the transfers
here occurred before August 2015. Thus, the language pertaining to a bona fide dispute
related to the debts does not apply to the transfers in this case.
Nonetheless, wife argues that the language pertaining to a bona fide dispute is
applicable to this case because the revision simply “codified existing law.” But wife relies
on a Minnesota F ederal District Court opinion and a secondary source to support her
position, neither one of which is binding on this court. See State Farm Mut. Auto. Ins. Co.
v. Lennartson, 872 N.W.2d 524, 532 n.4 (Minn. 2015) (stating that secondary sources are
nonbinding); see also Robins v. Conseco Finance Loan Co., 656 N.W.2d 241, 246 (Minn.
App. 2003) (“[D]ecisions from . . . federal courts are not precedential.”).
Furthermore, even if the 2015 amendment to section 513.42(b) applied in this case,
wife is unab le to show that the district court erred by determining that husband was not
paying his debts as they became due. The record supports the district court’s finding that
husband was not paying his debts as they became due, which was evidenced by the lawsuits
brought by Lariat, Home Federal, and Bremer Bank, as well as by the foreclosure of the
Tonkawa Road property. Although , at trial, husband raised the defense that he was not
paying his debts because he had a bona fide dispute regarding their debts, the district court
specifically found that husband was not a credible witness. It is well settled that a
reviewing court defers to the district court’s credibility determinations. See In re Pamela
Andreas Stisser Grantor Trust, 818 N.W.2d 495, 507 (Minn. 2012 ) (stating that appellate

20
courts “defer to the district court’s opportunity to assess the credibility of witnesses”). On
this record, t he district court did not err by determining that husband was not paying his
debts as they became due and therefore was presumed to be insolvent.
2. Husband’s Liabilities Compared to His Assets
Wife also argues at length that the district court “erred in finding that [husband’s]
liabilities exceeded his assets at the time of the transfer.” Specifically, wife contends that
the district court made at least five errors , four of which that “are significant enough that
correction of any of them would require finding [husband] solvent on the date of the
transfers.” Wife argues that these errors include an (1) overstatement of the Home Federal
claim; (2) overstatement of the Bremer Bank deficiency claim; (3) overstatement o f the
Hot Springs Guaranty; (4) understatement of the GPS Sidney Equity In terest; and
(5) understatement of the GPS Dickinson Loan Receivable. Again, we are not persuaded.
The district court’s findings relating to its determination that the transfers made
husband insolvent are supported by the testimony of Lariat’s expert , the Wigleys’
deposition testimony, and cash-flow estimates and statements of net worth provided by the
Wigleys. In making its determination, the district court rejected the evidence presented by
wife, including the testimony of wife, husband, and wife’s expert witness. Wife contends
that the district court improperly gave greater weight to Lariat’s evidence and the testimony
of its expert witness, but this court does “not reweigh the evidence that was before the
district court, and we defer to a district court’s credibil ity determinations.” Landmark II,
927 N.W.2d at 755; see also State ex rel. Trimble v. Hedman, 192 N.W.2d 432, 440 (Minn.

21
1971) (stating that appellate courts defer to the fact-finder’s determination of the weight
and credibility of expert-witness opinions).
In sum, the district court did not clearly err by valuing the cha llenged assets and
liabilities or by determining that husband failed to rebut the presumption of insolvency.
Wife therefore has failed to show that the district court’s finding of cons tructive fraud is
clearly erroneous.
II.
Wife challenges the district court’s denial of her motion to vacate or reduce the
judgment under Minn. R. Civ. P. 60.02(e) and (f), arguing that husband’s successful
chapter 11 bankruptcy warrants vacation of the judgment and that equitable grounds
require that the judgment be reduced or vacated.
Under rule 60.02 of the Minnesota R ules of Civil Procedure, a district court may
relieve a party from a final judgment if “[t]he j udgment has been satis fied, released, or
discharged or a prior judgment upon which it is based has been reversed or otherwise
vacated, or it is no longer equitable that the judgment should have prospective application.”
Minn. R. Civ. P. 60.02(e). This provision embodies the court’s equitable power to modify
a decree in light of changed circumstances and applies to any judgment that has prospective
effect. City of Barnum v. Sabri, 657 N.W.2d 201, 205 (Minn. App. 2003). The burden of
proof is on the party seeking relief. Id.
Under rule 60.02(f), a court may relieve a party from a final judgment, order, or
proceeding for “[a]ny other reason justifying relief from the operation of the judgment.”
Minn. R. Civ. P. 60.02(f). This rule “ has been designated as a residual clause, de signed

22
only to afford relief in those circumstances exclusive of the specific areas addressed by
clauses (a) through (e).” Chapman v. Special Sch. Dist. No. 1, 454 N.W.2d 921, 924 (Minn.
1990). “Relief is available only under exceptional circumstances and then, only if the basis
for the motion is other than that specified under clauses (a) and (e).” Id.
A district court has discretion to grant rule 60.02 relief “based on all the surrounding
facts of each specific case.” Gams v. Houghton, 884 N.W.2d 611, 620 (Minn. 2016). We
will not reverse a district court’s decision regard ing a motion to vacate a judgment absent
an abuse of that discretion. See, e.g., Roehrdanz v. Brill , 682 N.W.2d 626, 631 (Minn.
2004). But issues involving statutory interpretati on are questions of law, which are
reviewed de novo. Bruton v. Smithfield Foods, Inc., 923 N.W.2d 661, 664 (Minn. 2019).
A. Husband’s Chapter 11 Bankruptcy Proceedings
Wife argues that the district court abused its discretion by denying her motion to
vacate the judgment because husband’s discharge in the bankruptcy proceedings “bars any
further enforcement or collection by [Lariat] under MUFTA.” But the Eighth Circuit Court
of Appeals concluded that Lariat has a claim against wife because “[i]n bankruptcy,
‘discharge of a debt of the debtor does not affect the liability of any other entity on, or the
property of any other entity for, such debt.’” Wigley, 951 F.3d at 970 (quoting 11 U.S.C.
§ 524(e)) (stating that husband’s “discharge extinguished his liability, not [wife’s]”). The
court also rejected wife’s argument that “Lariat’s acceptance of [husband’s] bankruptcy
plan fully paid its capped claim, extinguishing any liability against her under MUFTA.”
Id. The court held that wife’s argument failed for two reasons: (1) ”the parties stipulated
that [husband’s] payment did not cover all money owed Lariat” and (2) “the Minnesota

23
court [in this case] ruled that the fraudulent-transfer judgment exists, even after [husband’s]
discharge.” Id.
Wife argues that the Eighth Circuit Court’s decision “ignore[s] the plain language
of MUFTA and similar state statutes which afford relief only to collect upon the
transferor’s underlying liability.” Specifically, she contends that “[t]o maintain a claim
under MUFTA against a transferee, a ‘creditor’ must have a ‘right to payment’ fr om the
‘debtor.’” Wife then refers to the definitions of “debtor,” “creditor,” “claim,” and “debt,”
as set forth in MUFTA and argues that , because husband’s debt was discharged in the
bankruptcy proceedings, husband was no longer a “debtor,” Lariat was no longer a
“creditor,” and Lariat no longer had a “claim” under MUFTA. In other words, wife argues
that, in light of husband’s bankruptcy proceedings, Lariat no longer has a right to payment
from husband. Thus, wife contends that despite the decision of the Eighth Circuit Court of
Appeals, this court can vacate the judgment if we conclude that the district court’s ruling
was erroneous.
Wife’s argument is without merit because, as the district court determined, it
“ignores the fact that at the time judgment was entered in this case, . . . Lariat was in fact
[husband’s] creditor.” It also ignores the plain language of section 513.47, which provides
the following creditor remedies:
(a) In an action for relief against a transfer or obligation
under sections 513.41 to 513.51, a creditor, subject to the
limitations in section 513.48, may obtain:
(1) avoidance of the transfer or obligation to the extent
necessary to satisfy the creditor’s claim:

24
(2) an attachment or other provisional remedy against
the asset transferred or other property of the transferee in
accordance with the procedure prescribed by chapter 570;
(3) subject to applicable principles of equity and in
accordance with applicable Rules of Civil Procedure:
(i) an injunction against further disposition by the
debtor or a transferee, or both, of the asset transferred or of
other property;
(ii) appointment of a receiver to take charge of the asset
transferred or of other property of the transferee; or
(iii) any other relief the circumstances may require:
(b) If a cre ditor has obtained a judgment on a claim
against the debtor, the creditor, if the court so orders, may levy
execution on the asset transferred or its proceeds.

Minn. Stat. § 513.47. There is nothing in MUFTA, including section 513.48, related to
defenses, liability, a nd protection of the transferee that indicates that the bankr uptcy
discharge of husband’s creditors, including Lariat, retroactively operates to discharge
wife’s debt in this case. In fact, as the Eight h Circuit Court of Appeals determined, the
bankruptcy code specifically states that the “bankruptcy ‘discharge of a debt of the debtor
does not affect the liability of any other entity on, or the property of any other entity for,
such debt.’” Wigley, 951 F.3d at 970 (quoting 11 U.S.C. § 524(e)).
Wife also argues that the Second Circuit Court of Appeals’ recent dec ision in In re
Tribune Co. Fraudulent Conveyance Litigation , 946 F.3d 66 (2d Cir. 2019), “call[s] into
question whether fraudulent transfer claims revert to creditors post-bankruptcy and beyond
the expiration of a bankruptcy trustee’s two-year statute of limitation to bring such claims.”
But “decisions from . . . federal courts are not precedential.” See Robins, 656 N.W.2d at
246. Moreover, as wife acknowledges, the language from Tribune upon which wife relies
is dicta, and it is therefore not binding on this court. See State ex rel. Foster v. Naftalin ,

25
74 N.W.2d 249, 266 (Minn. 1956) (“Dicta . . . generally is considered to be expressions in
a court’s opinion which go beyond the facts before the court and therefore are the individual
views of the author of the opinion and not binding in subsequent cases.”). Wife cites no
binding, or otherwise persuasive, authority to support her argument that husband’s
discharge in the bankruptcy proceedings bars any further enforcement or collection by
Lariat under MUFTA. Wife therefore fails to show that the district court e rred by
concluding that husband’s bankruptcy proceeding did not extinguish wife’s liability to
Lariat under MUFTA.
B. Equitable Considerations
Wife also challenges the district court’s denial of her motion to vacate the judgment
based on equitable considerations. Citing Minn. Stat. § 513.48, wife initially contends that
her “use of the transfers to pay creditors of [husband] warrants an offset of the judgment
of at least $675,000. That statute provides:
(b) Except as otherwise provided in this section , to the
extent a transfer is voidable in an action by a creditor under
section 513.47(a)(1), the creditor may recover judgment for the
value of the asset transferred, as adjusted under subsection (c),
or the amount necessary to satisfy the creditor’s clai m,
whichever is less. The judgment may be entered against:
(1) the first transferee of the asset or the person for
whose benefit the transfer was made; or
(2) any subsequent transferee other than a good faith
transferee who took for value or from any subsequent
transferee.
(c) If the judgment under subsection (b) is based upon
the value of the asset transferred, the judgment must be for an
amount equal to the value of the asset at the time of the transfer,
subject to adjustment as the equities may require.

Minn. Stat. § 513.48(b), (c).

26
Wife argues that, because the district court based the amount of the judgment on the
value of the U.S. Bank account and Spell Capital Funds II and III, section 513.48(c)
provided the district court with “the option to reduce the judgment for equitable
considerations.” But as wife acknowledges, the funds were paid to Home Federal and
Bremer Bank, and not Lariat.
In her supplemental brief wife argues that two recent cases, Landmark II and In re
DeBerry, 945 F.3d 943 (5th Cir. 2019), support her position that the use of the transferred
funds to pay and settle the claims of Bremer Bank and Home Federal “should result in a
dollar-for-dollar reduction of the fraudulent transfer judgment.” But the issues before this
court in Landmark II involved the market value of real property and the application of the
agricultural homestead exemption under Minn. Stat. § 510.02, subd. 1; it did not involve
circumstances similar to those here. Landmark II, 927 N.W.2d at 761. As such, Landmark
II is not applicable.
Moreover, in DeBerry, the Fifth Circuit Court of Appeals held that , once
fraudulently transferred property has been returned, a bankruptcy trustee cannot recover it
again, using the section of the Bankru ptcy Code governing liability of transferees of
avoided transfers. 945 F.3d at 947. But the issue in DeBerry involved a bankruptcy
trustee’s ability to recover the transferred property under bankruptcy law, not a creditor’s
ability to recover transferred property based on a state-law claim. And the court in DeBerry
recognized that “[t]here is a distinction between a transferee who retains l egal title while
voluntarily using the property for the debtor’s benefit, and a transferee who has completely
returned the pr operty to the debtor.” Id. at 948. Because, unlike this case, the DeBerry

27
court was presented “only with the second scenario,” DeBerry does not support wife’s
argument. Id.
In sum, Lariat’s judgment still remains unsatisfied , and the recent cases cited by
wife in her supplemental brief do not support her position under Minn. Stat. § 513.48.
Thus, wife cannot show that the distri ct court abused its discretion by not considering the
equities under section 513.48.
Next, wife contends that Lariat’s “contrary positions in [husband’s] bankruptcy case
constitute an additional ground for equitable relief .” Specifically, wife points o ut that, in
husband’s bankruptcy case , Lariat claimed that husband was not under financial distress
when he filed for bankruptcy and supported that position with testimony from Lar iat’s
president that husband had always been solvent since the beginning of the guaranty. Wife
contends that the district court erred by discounting that testimony.
Wife’s argument asks us to weigh the credibility of witness testimony, which we
will not do. See State ex rel. Rockwell v. State Bd. of Educ. , 6 N.W.2d 251, 260 (Minn.
1942) (stating that appellate courts “cannot rewei gh the evidence for the purpose of
determining where the preponderance lies, nor substitute its judgment as to the credibleness
of the testimony of a witness for that of the tribunal charged with the duty of determining
the facts” (quotation omitted)). Moreover, as Lariat points out, insolvency was not required
to establish Lariat’s actual -fraud claim because several badges of fraud were established
that sufficiently demonstrated that the transfers were made with intent to defraud. Further,
although the deposition testimony of Lariat’s president was taken after the trial in this case,
it was discoverable before the trial in this case. The fact that this evidence was discoverable

28
before trial weighs in favor of the district court’s decision to deny wife’s motion to vacate
the judgment on equitable grounds. See Nelson v. Dahl, 219 N.W. 941, 942 (Minn. 1928)
(stating that evidence discoverable before trial “cannot justify granting a new trial”). In
sum, wife’s argument regarding husband’s solvency does not provide a basis to reverse the
district court’s discretionary decision to deny equitable relief.
Lastly, wife argues that we should consider that Lariat’s “ underlying claim that
resulted in the fraudulent transfer judgment largely included future rents on a commercial
lease.” Indeed, the Eighth Circuit Court of Appeals concluded that the cap under 11 U.S.C.
§ 502(b)(6) was applicable and therefore capped Lariat’s bankruptcy claim against wife at
$308,805, plus applicable interest. Wigley, 951 F.3d at 972. Although the statutory cap
may affect the amount Lariat is able to collect on the judgment, wife has not shown that
the cap requires an equitable reduction of the judgment.
In conclusion, the district court did not abuse its discretion by denying wife’s motion
to vacate or reduce the judgment.
III.
Wife moved this court to supplement the record on appeal with “documents from
[her] bankruptcy case.” She claims that the purpose of this s upplemental evidence is to
provide this court with background information regarding a “payment application issue”
that wife “believes” is raised on appeal, “before any lower court has ruled on the issue.”
Wife “objects to this issue being before this court.” The issue that wife identifies is not
determinative of any issue in this appeal.

29
The documents filed in the district court, the exhibits, and the transcript of the
proceedings, if any, shall constitute the record on appeal in all cases. Minn. R. Civ. App.
P. 110.01. An appellate court may not base its decision on matters outside the record on
appeal, and may not consider matters not produced and received in evidence below. Thiele
v. Stich, 425 N.W.2d 580, 582-83 (Minn. 1988). Lastly, “production of record evidence is
never allowed in an appellate court for the purpose of reversing a judgment.” Plowman v.
Copeland, Buhl & Co. , 261 N.W.2d 581, 584 (Minn. 1977). We therefore deny wife’s
motion to supplement the record.
Affirmed; motion denied.