Court of Appeals of Missouri, Southern District, Second Division
FROM THE CIRCUIT COURT OF CAMDEN COUNTY Honorable Stanley
Moore, Circuit Judge.
appeal arises from a lawsuit filed by plaintiff Hurricane
Deck Holding Company (HDHC) against three defendants:
Spanburg Investments, LLC (Spanburg Investments); Daniel
Spanburg, the sole member and manager of the company
(Spanburg); and his wife, Karen Sellers (Sellers). HDHC's
two-count petition alleged that: Spanburg and Sellers
fraudulently transferred assets, in violation of
Missouri's Uniform Fraudulent Transfer Act (UFTA),
§§ 428.005-.059 (Count 1); and Spanburg and Sellers
used Spanburg Investments as their alter ego to justify
piercing the corporate veil (Count 2). The case was tried to
the court, and no party requested that the court issue
findings of fact. The court found in favor of all defendants
on both counts.
appeal, HDHC presents four points. We need only address the
first, which is dispositive of this appeal. In Point 1, HDHC
contends the judgment was against the weight of the evidence
because "the overwhelming weight of the evidence showed
[Spanburg's and Sellers'] actual intent to strip
Spanburg Investments of its assets." We disagree
because: (1) HDHC had the burden of proving that Spanburg and
Sellers had the intent to defraud, which was a necessary
element in each count in the petition; (2) HDHC's
evidence on that intent element required the court to make a
credibility determination; (3) the trial court did not find
HDHC's evidence persuasive; and (4) after reviewing the
record, we do not have a firm belief that the judgment was
and Procedural Background
the evidence and permissible inferences drawn therefrom in
the light most favorable to the judgment. Suffian v.
Usher, 19 S.W.3d 130, 136 (Mo. banc 2000). So viewed,
the following evidence relevant to this appeal was adduced at
August 2005, Spanburg Investments acquired four lots from
HDHC. The purchase price of $125, 000 was fully financed by
HDHC, so Spanburg Investments was not required to make any
cash investment in the property at the time the transaction
closed. HDHC required Spanburg Investments to execute a
promissory note (the Note), but neither Spanburg nor Sellers
were individually required to sign or personally guarantee
the Note. HDHC secured the Note with a deed of trust (Deed of
Trust). With respect to payment, HDHC required interest-only
payments until January 1, 2010. At that time, the Note
matured, and a balloon payment for the entire outstanding
balance became due.
November 2005, Spanburg Investments borrowed $200, 000 from
the Bank of Versailles, secured by the first lot (Lot 1) of
the four lots purchased from HDHC. The purpose of the loan
was to procure funds to construct a speculation home on Lot 1
and develop infrastructure common to all four lots. HDHC
agreed to subordinate its Deed of Trust to the Bank of
Versailles' loan as to Lot 1. Spanburg and Sellers also
personally guaranteed the Bank of Versailles' loan. The
balance of the loan was not immediately paid out to Spanburg
Investments. Instead, Spanburg Investments took draws as
needed to pay expenses and wages associated with the
speculation home project and the development of the lots.
respect to the Note, Spanburg Investments made all required
interest payments. When the Note matured on January 1, 2010,
Spanburg Investments failed to make the balloon payment and
defaulted. The Bank of Versailles foreclosed on Lot 1 with
the unfinished house. HDHC foreclosed on the remaining lots
and sued Spanburg Investments for the remaining deficiency.
In November 2012, HDHC obtained a judgment against Spanburg
Investments in two separate amounts of $15, 000 and $116,
512.48. By that time, Spanburg Investments was insolvent.
HDHC filed the underlying action against Spanburg
Investments, Spanburg and Sellers (hereinafter referred to
collectively as Defendants) alleging a violation of the UFTA
and seeking to pierce the corporate veil of Spanburg
Investments. A two-day bench trial was conducted. In addition
to documentary evidence, several witnesses testified,
including Spanburg. Because neither party requested specific
findings, the trial court entered a judgment stating that on
each count, "the Court finds the issues in favor of
Defendants and against Plaintiff." This appeal followed.
Standard of Review
review of a court-tried case, this Court will affirm the
circuit court's judgment unless there is no substantial
evidence to support it, it is against the weight of the
evidence, or it erroneously declares or applies the law.
Ivie v. Smith, 439 S.W.3d 189, 198-99 (Mo. banc
2014); see Murphy v. Carron, 536 S.W.2d 30, 32 (Mo.
banc 1976); 84.13(d). To prevail on an
against-the-weight-of-the-evidence challenge, a litigant must
show that the trial court could not have reasonably found,
from the trial record, the presence of a fact necessary to
uphold the judgment. Ivie, 439 S.W.3d at 206. In
such a challenge, the trial court may believe all, part, or
none of the evidence, and we must defer to its factual
findings when the issues of fact are contested and when the
facts ultimately found depend on credibility determinations.
Id. "The against-the-weight-of-the-evidence
standard serves only as a check on a circuit court's
potential abuse of power in weighing the evidence, and an
appellate court will reverse only in rare cases, when it has
a firm belief that the decree or judgment is wrong."
Id. We presume the trial court's judgment is
valid, and it is the appellant's burden to show
otherwise. See Williams v. Frymire, 186 S.W.3d 912,
916 (Mo. App. 2006).
addition, Rule 73.01(c) applies to court-tried cases and
• the trial court, "if requested by a party, "
to issue written findings on "controverted fact issues
specified by the party, " and
• appellate courts to view fact issues without specific
findings "as having been found in accordance with the