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a/k/a the 2014 Revisions to the Uniform Fraudulent Transfers Act


The Uniform Fraudulent Transfers Act (UFTA, phonetic "oof-ta") was approved by the Uniform Law Commission (ULC) in 1984. After a 2011 article by Prof. Ken Kettering appeared suggesting that the UFTA poorly addressed certain conflict-of-laws issues, the ULC in 2012 formed a Drafting Committee (of which Jay Adkisson, the author of this website, was an ABA Adviser), to consider revising the UFTA so as to address the conflict-of-laws and other, minor, technical issues. The Committee was Chaired by noted Boston bankruptcy attorney and ULC Commissioner Ed Smith, and Prof. Kettering served as the Reporter.

Rather quickly, the Drafting Committee expanded its scope to consider other issues that the courts had found problematic with the UFTA, such as with as burden of proof issues. Numerous live meetings were held where persons representing various interests presented their own issues with the UFTA, such as charitable organizations that received as donations the proceeds of Ponzi schemes and were required under the UFTA to turn over those proceeds to creditors.

As the Drafting Committee neared the completion of its work in 2014, a suggestion was made, and adopted, that the UFTA be renamed to make clear that classic, misrepresentational fraud -- a concept which has always been largely alien to fraudulent transfer law -- had little if any application to the Act, and that courts should quit attempting to apply various misrepresentational fraud rules (such as heightened pleading standards, to just give one of many examples) to fraudulent transfer cases.

The ULC at its annual meeting in 2014 unanimously adopted what had previously been known as the "2014 revisions to the Uniform Fraudulent Transfers Act", as instead the Uniform Voidable Transactions Act (UVTA, phonetic "you-veet-uh").

Other than the name change, the UVTA differs only slightly than the UFTA in these substantive aspects:

(1) A new Section 10 was included to address the conflict-of-laws issues;
(2) A new Section 11 was included in anticipation of the future proliferation of Series LLC statutes; and
(3) Throughout the "working" sections of the Act (§§ 4, 5, 7, and 8), directions were given as to which party bears the burden of proof as to salient issues.

The bulk of the remaining changes incorporated into the UVTA were largely technical and non-substantive.

The bottom line is that the UVTA is, substantively, well upwards of 95% the same as the UFTA, and even most of the substantive changes simply reflect the majority opinions of the courts that had considered these issues, and so whether a particular state has or has not adopted the UVTA will probably make little difference to the bulk of the analysis and notes given below, unless otherwise indicated. However, what the UVTA added to the the UFTA was not insignificant, and should be of substantial positive value to the courts and litigants alike.


Like the UFTA, of which the UVTA is simply a revision and not really a "new" Act, the UVTA is a complicated Act to read in the abstract, largely because it follows a prescribed order that is commonplace with all Uniform Acts, i.e., definitions at the beginning, the "working" provisions in the middle, and minor and sundry technical issues at the end. Analysis is also complicated by the fact that the UVTA in significant part reduces into statutory form over 2,000 years of fraudulent transfer law, with certain baggage.

The baggage consists largely of two types: (1) Provisions that seem out of place to the common law of fraudulent transfers, but which were added over the years by those with special interest in particular issues, i.e., provisions that are aimed at mergers and acquisitions, or rehabilitating a debtor; and (2) Provisions that attempt to harmonize fraudulent transfer law with other significant areas of law, most predominantly Bankruptcy Code sections 548 and 550, and the Uniform Commercial Code.

Nonetheless, an analysis of the vast majority of potential claims arising under the UVTA can be answered by a simple three-step process:

(1) Did an avoidable transaction occur?
(2) Can the Transferee assert a defense?
(3) What are the remedies available to the Creditor?

Following these three steps in this order, i.e., the Decision Path will normally allow practitioners to discern relatively quickly whether an avoidable transaction action is viable for not.


As important as what is in the UVTA is what is not in it. The UVTA does not address certain important questions, which are thus dependent in some part upon other law in a given jurisdiction. These questions include:

(1) Whether attorney's fees are awardable to the prevailing party in an UVTA action?
(2) Whether conspiracy or punitive damages are awardable to a prevailing creditor in an UVTA action, and against whom?
(3) Whether a debtor must be included as a party-defendant in an UVTA action where the creditor seeks only a money judgment against a transferee?

The answers to such questions will often be determined by other law of the applicable jurisdiction.

Prefatory Note to the UVTA

{ Those parts of the Prefatory Note to the UVTA which deal with specific sections have been moved to the particular webpage for that section. The general Prefatory Note follows. }

Prefatory Note (UFTA 1984)

The Uniform Fraudulent Conveyance Act was promulgated by the National Conference of Commissioners on Uniform State Laws in 1918. As of 1984 it has been adopted in 25 jurisdictions, including the Virgin Islands. It has also been adopted in the sections of the Bankruptcy Act of 1938 and the Bankruptcy Reform Act of 1978 that deal with fraudulent transfers and obligations.

Prefatory Note (UFTA 1984)

The Uniform Fraudulent Conveyance Act was a codification of the “better” decisions applying the Statute of 13 Elizabeth. See Analysis of H.R. 12339, 74th Cong., 2d Sess. 213 (1936). The English statute was enacted in some form in many states, but, whether or not so enacted, the voidability of fraudulent transfers was part of the law of every American jurisdiction.

Prefatory Note (UFTA 1984)

The Conference was persuaded in 1979 to appoint a committee to undertake a study of the Uniform Fraudulent Conveyance Act with a view to preparing the draft of a revision. The Conference was influenced by the following considerations:
(1) The Bankruptcy Reform Act of 1978 has made numerous changes in the section of that Act dealing with fraudulent transfers and obligations, thereby substantially reducing the correspondence of the provisions of the federal bankruptcy law on fraudulent transfers with the Uniform Fraudulent Conveyance Act.
(2) The Committee on Corporate Laws of the Section of Corporations, Banking & Business Law of the American Bar Association, engaged in revising the Model Corporation Act, suggested that the Conference review provisions of the Uniform Fraudulent Conveyance Act with a view to determining whether the Acts are consistent in respect to the treatment of dividend distributions.
(3) The Uniform Commercial Code, enacted at least in part by all 50 states, had substantially modified related rules of law regulating transfers of personal property, notably by facilitating the making and perfection of security transfers against attack by unsecured creditors.
(4) Debtors and trustees in a number of cases have avoided foreclosure of security interests by invoking the fraudulent transfer section of the Bankruptcy Reform Act.
(5) The Model Rules of Professional Conduct, adopted by the House of Delegates of the American Bar Association on August 2, 1983, forbid a lawyer to counsel or to assist a client in conduct that the lawyer knows is fraudulent.


  • 2017.03.15 ... The UVTA Baedeker: Introduction To The UVTA
  • 2016.03.25 … Estate Planners: Worry Not About The Uniform Voidable Transactions Act
  • 2015.06..19 ... Kettering Article On The UVTA, er, UFTA-2014, Provides The Definitive Guide To Changes
  • 2014.07.18 ... The Uniform Voidable Transactions Act – What’s With The Name Change?