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good faith action simply because the subsidiary ultimately became insolvent. Even the

recognition of a cause of action along stringent lines requires careful consideration.

Despite the breadth of remedies available under state and federal fraudulent conveyance

statutes, those laws have not been interpreted as creating a cause of action for “aiding and

abetting.”97 Rather, as the both the defendants and the Litigation Trust agree, the only

proper defendants in a fraudulent conveyance action under federal bankruptcy law or

Delaware law are the transferor and any transferees.98 In any event, there is no need to

hold that such a cause of action does or does not exist under our law. The complaint does

not plead facts supporting an inference that Trenwick America was rendered insolvent by

the challenged transaction, much less that the Trenwick America board knew that was the


For these reasons, the Litigation Trust has failed to state a claim for breach of

fiduciary duty against the former Trenwick America directors.



, 737 F.2d 1343, 1357-58 (5th Cir. 1984) (“[T]he general rule under

the Bankruptcy Act is that one who did not actually receive any of the property fraudulently transferred . . . will not be liable for its value, even though he may have participated or conspired


, 2004 WL 771230, at *14 (So. D.

Ind. 2004) (surveying several cases holding that there is no accessory liability for fraudulent transfers under the Uniform Fraudulent Transfer Act and noting that the court is not permitted to

assign liability where the Act did not);

, 865 So. 2d 1272,

in the making of the fraudulent transfer


”) (citing


3 9 0 F . 2 d 5 1 4 ( 9 t h C i r


1275-77 (Fla. 2004) (stating that the UFTA was not intended “to serve as a vehicle by which a creditor may bring a suit against a non-transferee party . . . for monetary damages arising from the non-transferee’s alleged aiding-abetting of a fraudulent money transfer”).


11 U.S.C §§ 544(b), 550(a); 6

§ 1308(b).


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