Taylor v. Clark6/30/2004
Opinion Vote: AFFIRMED. Barney, P.J., and Garrison, J., concur.
Opinion:
Wilda J. Taylor ("Wilda") brought an action against Robert L. Clark ("Robert"), Janette K. Clark ("Janette"), and Clark Drilling, Inc. ("Clark Drilling") under Missouri's Fraudulent Transfers Act (sections 428.005 -- 428.059, RSMo 2000) and common law in which she alleged that transfers occurred among the defendants through which Robert and Janette attempted to evade a debt Robert owed Wilda for maintenance pursuant to a dissolution decree. Wilda appeals from the February 26, 2003 amended judgment in which the trial court ruled in her favor on one of three counts from her petition, finding that certain stock transfers were fraudulent, in violation of section 428.024, RSMo 2000, and awarding her damages in the amount of $23,773. Wilda raises eight points on appeal, which will be discussed following a more complete recitation of the pertinent facts.
Facts
During the 1970s, Robert took over his father's water well drilling business, which Robert operated out of Springfield, Missouri. Sometime in the late 1970s or early 1980s, the company expanded and began drilling oil wells in Oklahoma under the corporation name of R.L. Clark Drilling Contractors, Inc. Robert was married to Wilda at this time.
The oil drilling venture, at least initially, was quite successful, with Robert's annual income in the range of $75,000 to $100,000. It was still successful when Robert and Wilda's marriage was dissolved in Greene County, Missouri on April 7, 1983. Pursuant to the dissolution decree, Robert was ordered to pay Wilda maintenance in the amount of $2,200 per month.
Robert married Janette on December 14, 1984. During the period between Robert and Wilda's divorce and Robert's subsequent remarriage, business for R.L. Clark Drilling Contractors, Inc. declined dramatically, with the company eventually reaching insolvency, requiring the corporation to file for bankruptcy protection. The bankruptcy petition was originally filed under Chapter 11, but later switched to Chapter 7 because too much money was owed to try to reorganize. R.L. Clark Drilling Contractors, Inc.'s bankruptcy became final in 1985. Robert did not personally file bankruptcy.
Sometime in 1986, Wilda filed a motion for contempt against Robert, alleging his failure to pay child support and maintenance. There is no disagreement among the parties that the order entered following a hearing on the motion for contempt included a provision increasing child support to $1,000 per month, which Robert paid until one of Robert and Wilda's sons, Paul, moved in and began living with Robert and Janette. Regarding the payment of maintenance, according to Wilda, Robert stopped paying the required amount in 1986, prior to her filing of the motion for contempt. According to Robert, he complied with the payment of "voluntary" maintenance after the divorce, but admitted that he paid no maintenance after the order was entered on Wilda's motion for contempt because, in his determination, continued maintenance was not mandated, since the order apparently only referenced the increased child support.
Clark Drilling, a Missouri corporation, was incorporated on June 12, 1992. The new corporation was formed in an effort to "stay in business" and "bring [Robert's] water well business back[.]" After consultation with his longtime accountant, Bill Compere ("Compere"), Robert decided to form Clark Drilling as a Subchapter S Corporation, with Robert as the sole shareholder. According to Robert, there was concern over potential workers' compensation liability, and by forming the S corporation with Robert as sole owner, officer,
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