Continental Casualty Company v. Alan Symons

In the
United States Court of Appeals
For the Seventh Circuit
____________________
Nos. 14-2665, 14-2671 & 15-1061
C ONTINENTAL C ASUALTY C OMPANY ,
Plaintiff-Appellee,
v.
A LAN S YMONS, et al.,
Defendants-Appellants.
____________________
Appeals from the United States District Court for the
Southern District of Indiana, Indianapolis Division.
No. 1:01-cv-00799-RLY-MJD — Richard L. Young, Chief Judge.
____________________
A RGUED F EBRUARY 9, 2015 — DECIDED M ARCH 22, 2016
____________________
Before R OVNER and S YKES, Circuit Judges, and A NDREA
WOOD, District Judge.*
S YKES, Circuit Judge. IGF Insurance Company owed Con-
tinental Casualty Company more than $25 million for a crop-
insurance business it bought in 1998. In 2002 IGF resold the
business to Acceptance Insurance Company for about
* Of the Northern District of Illinois, sitting by designation.

-- 1 of 34 --

2 Nos. 14-2665, 14-2671 & 15-1061
$40 million. Continental alleges that IGF’s controlling fami-
ly—Gordon, Alan, and Doug Symons—structured the sale
so that most of the purchase price was siphoned into the cof-
fers of other Symons-controlled companies, rendering IGF
insolvent. More specifically, Continental claims that $24 mil-
lion of the $40 million purchase price went to three Symons-
controlled companies—Goran Capital, Inc.; Symons Interna-
tional Group, Inc.; and Granite Reinsurance Co.—for sham
noncompetition agreements and a superfluous and over-
priced reinsurance treaty. Continental, still unpaid, sued for
breach of contract and fraudulent transfer.
After lengthy motions litigation and a bench trial, the dis-
trict court found for Continental and pierced the corporate
veil to impose liability on the controlling companies and in-
dividuals. Continental’s damages totaled $34.2 million, so
the court entered judgment in that amount jointly and sever-
ally against IGF, Symons International, IGF Holdings, Inc.,
Goran, Granite Re, and Gordon and Alan Symons. (Gordon
has since died; his estate was substituted for him. Doug Sy-
mons is in bankruptcy.)
Clearing away the factual complexity, this appeal pre-
sents three discrete questions for our review: (1) Is Symons
International liable to Continental for breach of the 1998 sale
agreement? (2) Are Symons International, Goran, Granite Re,
Alan Symons, and the Estate of Gordon Symons liable as
transferees under the Indiana Uniform False Transfer Act
(“IUFTA”)? and (3) Are Alan Symons and the Estate of Gor-
don Symons liable under an alter-ego theory? For the most
part, we answer these questions “yes” and affirm the judg-
ment in its entirety.

-- 2 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 3
I. Background
Like many fraudulent-transfer cases, this one comes to us
with a long and complicated factual and procedural history.
We’ll try our best to simplify. In a nutshell, in February 1998
IGF bought a multi-peril crop-insurance business from
Continental at a price to be determined at either side’s option
by the exercise of a put or call. In January 2001 Continental
exercised its put option; under the contractual formula, IGF
owed Continental $25.4 million. Around that same time, IGF
decided to unload the business and eventually sold it to Ac-
ceptance Insurance Company for a total price of about
$40 million. The Symons family insisted that the purchase
price be structured as follows: $16.5 million to IGF;
$9 million to IGF parent companies Symons International
and Goran in exchange for noncompetition agreements; and
$15 million to Granite Re, an affiliated Symons-controlled
company, in exchange for a reinsurance treaty. Acceptance
agreed to this arrangement. The key questions in this pro-
tracted litigation are whether the payments to Symons Inter-
national, Goran, and Granite Re were fraudulent transfers
undertaken to evade IGF’s debt to Continental, and if so,
which entities and persons may be held liable.
A. Corporate Structure
The Symons family ran a multinational insurance empire.
On paper it stretched from Canada to Barbados, but in reali-
ty the companies were all interrelated and operated out of
Indianapolis. Business was done through a complex web of
parents, subsidiaries, and operating and holding companies,
all of which facilitated the easy—but circuitous—flow of
money. It was at bottom a Symons-run family business with

-- 3 of 34 --

4 Nos. 14-2665, 14-2671 & 15-1061
interlocking equity, boards, and officers, all designed to keep
the companies firmly under the family’s control.
Many components of the Symons family empire were in-
volved in this litigation at its inception and through trial.
The issues on appeal, however, concern only Symons Inter-
national, Goran, Granite Re, Alan Symons, and the Estate of
the late Gordon Symons.
Gordon Symons (Lord of Whitehouses, Nottinghamshire,
U.K.) founded the family business in the 1970s. At the time
of the events at issue in this suit, the business was run by
Gordon’s sons Alan and Doug. (Doug filed for bankruptcy
while the suit was ongoing; the proceedings against him
were stayed.)
Together the Symons family owned 50.4% of Goran,
while its officers owned 1.8% and the rest was publicly trad-
ed. Goran, in turn, owned 73.1% of Symons International
(the rest was also publicly traded) and 100% of Granite Re,
which existed to reinsure contracts from other Symons sub-
sidiaries (e.g., Pafco General Insurance Company, Superior
Insurance Company, and IGF) as well as third parties. Sy-
mons International, for its part, owned 100% of IGF Hold-
ings, Inc., which in turn owned all of IGF.
All told, the Symons family directly or indirectly owned
a majority stock interest in Goran, Symons International,
IGF, and IGF Holdings. Gordon Symons was Chairman of
Goran and all its subsidiaries; he was also President and
CEO of Granite Re. During the relevant time period, Alan
Symons was President and CEO of Goran; Vice Chairman
and CEO of Symons International; Vice Chairman of Granite
Re; President and CEO of Superior; and Vice Chairman of

-- 4 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 5
IGF and IGF Holdings. He was also a member of all the rele-
vant boards. Doug Symons was Executive Vice President
and Chief Operating Officer of Goran; President, CEO, and
COO of Symons International; Vice Chairman, Executive VP,
and Secretary of IGF Holdings; CEO and Secretary of IGF;
Vice Chairman of Granite Re; and was on all the relevant
boards. Indeed, at all times the Symons family held a con-
trolling majority of the boards of IGF Holdings and IGF. The
Granite Re board consisted of Symons family members, a
family associate, and one independent director. Members of
the Symons family and three others were also members of
Goran’s board of directors, with Gordon Symons as Chair-
man breaking any ties. Commingling of officers and direc-
tors in the Goran-affiliated group of corporations was ram-
pant. All this is to say that the Symons family ran the entire
show.
At the time of the events at issue here, the Goran constel-
lation of corporations was also undercapitalized. The district
court found that Goran and Symons International were bal-
ance-sheet insolvent in 1999, 2000, 2001, and 2002. IGF man-
aged to keep its head above water, but when the debt to
Continental was factored in, it too was insolvent.
At the same time, Symons family members were well
compensated in salaries, consulting fees, and loans from the
family companies. Alan, Doug, and Gordon each received
large sums of money through unsecured, interest-free loans
from Symons-family entities. Between 1999 and 2002, out-
standing insider loans ranged from $2 million to more than
$8 million; at the end of 2001, the total amount due from di-
rectors and officers was $12.6 million. The businesses also
supplied security for outside loans to Symons family mem-

-- 5 of 34 --

6 Nos. 14-2665, 14-2671 & 15-1061
bers—for example, Alan and Doug personally received more
than $2.5 million in loans from Huntington Bank secured by
preferred shares of Symons International held by Granite Re.
More straightforwardly, between 1998 and 2002, each mem-
ber of the Symons family collected more than $2 million in
salary and consulting fees from Granite Re, Goran, and Sy-
mons International.
The Symons businesses observed corporate formalities
only in their most basic sense. Each was separately incorpo-
rated, had its own board, and maintained its own bank ac-
count. At the same time, however, all mail went to a single
location, and concurrent board meetings were the norm, es-
pecially between Goran and Symons International.
B. Crop Insurance
With the corporate background now in place, we proceed
to the transactional facts of the case. The story begins
18 years ago with a deal over Continental’s crop-insurance
business.
On February 28, 1998, Continental entered into a “Strate-
gic Alliance Agreement” with IGF, IGF Holdings, and Sy-
mons International pursuant to which Continental sold its
crop-insurance business to IGF at a future price to be deter-
mined by a complex put/call formula. Until Continental ex-
ercised its option, the IGF side of the deal promised to pay
Continental a portion of the profits from the pooled crop-
insurance business.
Continental exercised its put on January 3, 2001. Under
the formula specified in the agreement, the IGF side owed
Continental $25.4 million. At the time IGF also owed Conti-

-- 6 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 7
nental more than $4 million in shared profits. The IGF side
did not pay.
Shortly before Continental exercised its option, IGF de-
cided to sell the crop-insurance business. Three buyers ex-
pressed interest: Acceptance Insurance, Archer Daniels Mid-
land (whose buyer consortium actually included Continen-
tal), and the Westfield Group. Westfield valued the book of
business at approximately $40 million and wanted to pay in
one check to IGF, but Alan Symons insisted that the pur-
chase price be divided into separate payments to various
Symons-controlled entities. Archer Daniels Midland also
priced the business at about $40 million.
Acceptance too valued IGF’s book of business at about
$40 million, but unlike Westfield it was prepared to accept
Alan’s terms for how the purchase price would be structured
and paid. Acceptance’s chairman (and principal negotiator)
put it this way: “We’re willing to be as flexible as we can be,
within regulatory constraints, in making the deal work for
you and your companies.” Alan Symons proposed the fol-
lowing payment structure: $9 million to Symons Interna-
tional and Goran for noncompetition agreements; $15 mil-
lion to Granite Re for a reinsurance treaty; and the remaining
$16.5 million to IGF directly.
The noncompetition agreements lacked legitimate busi-
ness justification. Neither Symons International nor Goran
actually provided crop insurance; they’re just holding com-
panies. Most of the IGF employees who posed a real compet-
itive threat to Acceptance—i.e., those with relationships to
insurance agents and brokers—would be retained by Ac-
ceptance. Indeed, Acceptance paid a relatively modest
$1.4 million to neutralize other competitive threats from the

-- 7 of 34 --

8 Nos. 14-2665, 14-2671 & 15-1061
IGF employees with expertise in crop insurance (compared
to the $9 million it paid ostensibly to keep the two holding
companies at bay).
The Symons family—again, Alan in particular—also de-
vised the reinsurance component of the deal and set the
premium. The agreement called for Acceptance to pay Gran-
ite Re $6 million immediately and then $9 million over the
next three years for “stop-loss” insurance. We’ll provide
more detail about this aspect of the transaction as needed
later in this opinion.
Acceptance consented to these terms, and on May 23,
2001, entered into an agreement to purchase IGF’s crop-
insurance business for a total of $40.5 million, structured as
described above.
C. This Litigation
The IGF side actually commenced this litigation. On
June 4, 2001—just after inking the deal with Acceptance—
IGF, IGF Holdings, and Symons International filed suit in
federal court alleging that Continental had misrepresented
the profitability of the crop-insurance business. Continental
responded on June 6 with a suit of its own for breach of con-
tract based on the nonpayment of the $25.4 million purchase
price for the business. The IGF/Acceptance deal closed later
that same day.
The two actions were consolidated, and Continental
eventually filed counterclaims for breach of contract and
fraudulent transfer, adding Goran, Granite Re, Pafco, Supe-
rior, and Gordon, Alan, and Doug Symons as counterclaim
defendants. As relevant here, Continental alleged that the
counterclaim defendants breached the Strategic Alliance

-- 8 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 9
Agreement and fraudulently diverted IGF assets to Goran,
Symons International, Granite Re, Pafco, and Superior. Con-
tinental also alleged that the Symonses and the interrelated
corporate defendants should be held liable for the fraudulent
transfer under an alter-ego theory.
After protracted discovery and motions proceedings, the
district judge granted Continental’s unopposed motion for
summary judgment on all claims raised by the IGF side in
the original suit. (That decision is not challenged here.) The
parties then filed cross-motions for summary judgment on
Continental’s counterclaims. The judge granted summary
judgment for Continental on the breach-of-contract claims
and set the remainder of the case for trial.
After a lengthy bench trial, the judge entered a 136-page
order finding for Continental on its fraudulent-transfer and
alter-ego claims. After some posttrial skirmishes, judgment
in the amount of $34.2 million was entered against Alan and
Gordon Symons, IGF, IGF Holdings, Symons International,
Goran, and Granite Re. As we’ve noted, Gordon Symons
died while postjudgment proceedings were ongoing in the
district court; his estate was substituted for him. This appeal
followed.
II. Discussion
Because the appeal concerns only Continental’s counter-
claims, the parties are inverted: Continental is now the plain-
tiff and the Symons-side parties are the defendants. The
oversized briefs present a host of issues for our review. Dis-
tilling the arguments, we’re essentially asked to decide
whether the district judge got three main questions right:
(1) Is Symons International an obligor on the Strategic Alli-

-- 9 of 34 --

10 Nos. 14-2665, 14-2671 & 15-1061
ance Agreement and thus liable to Continental for breach?
(2) Are the defendants liable as transferees under the Indiana
Uniform False Transfer Act? and (3) Are the defendants lia-
ble under an alter-ego theory?
As always, we review the judge’s legal conclusions de
novo and his factual findings under the highly deferential
clear-error standard. Goodpaster v. City of Indianapolis,
736 F.3d 1060, 1070 (7th Cir. 2013). Indiana substantive law
applies. We find no error.
A. Breach of Contract
There’s no challenge to the judge’s summary-judgment
ruling that IGF and IGF Holdings breached the Strategic Al-
liance Agreement by failing to pay Continental what it was
owed for the crop-insurance business. The only breach-of-
contract issue raised on appeal is whether the judge correctly
found Symons International liable for the breach as well.
Symons International relies on section 3.8.B of the
Agreement, which describes the put mechanism and places
the burden of payment squarely on IGF Holdings: “In the
event [Continental] shall exercise the Put Mechanism, [IGF
Holdings] shall be obligated to pay [Continental] an amount
equal to 5.85 times the Average Pre-Tax Income as computed
pursuant to this Section.” But three Symons-family entities—
IGF, IGF Holdings, and Symons International—were parties
and signatories to the Agreement. And as the district court
found, sections 6.8 and 11.1 of the Agreement combine to
show that Symons International was clearly on the hook
along with IGF and IGF Holdings.
Section 6.8, titled “Further Assurances,” states as follows:
The parties hereto shall use all commercially rea-

-- 10 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 11
sonable best efforts to take, or cause to be tak-
en, all actions or to do, or cause to be done, all
things or to execute any documents necessary,
proper or advisable under applicable laws and
regulations, to consummate and make effective
the transactions contemplated by this Agree-
ment … .
(Emphasis added.) Section 11.1, titled “Further Ac-
tions,” reinforces the point:
Each of the parties hereto agrees to use all rea-
sonable effort to take, or cause to be taken, all
reasonable actions and to do, or cause to be
done, all reasonable things necessary, proper
or advisable to consummate the transactions
contemplated by this Agreement. None of the
parties hereto will take or permit to be taken
any action that would be in breach of the terms
or provisions of this Agreement or that would
cause any of the representations contained
herein to be or to become untrue.
(Emphasis added.)
Based on these clauses, the judge reasoned that Symons
International, as a signatory to the Agreement (along with
IGF and IGF Holdings), covenanted to do what was neces-
sary to comply with the IGF side’s contractual obligations
and avoid a breach. This, in turn, makes it liable for any
breach by IGF or IGF Holdings. Cf. Hinc v. Lime-O-Sol Co.,
382 F.3d 716, 721 (7th Cir. 2004) (enforcing “best efforts”
provisions under Indiana law).
Symons International protests that this makes it a guar-
antor and a proper guaranty needs to be explicit; here it is

-- 11 of 34 --

12 Nos. 14-2665, 14-2671 & 15-1061
only implied. See, e.g., Lind Stoneworks, Ltd. v. Top Surface,
Inc., 954 N.E.2d 1256, 1262 (Ohio Ct. App. 2011). Continental
counters that Symons International is not a third-party guar-
antor but a necessary party to the Agreement, rendering it
not so much a guarantor as an additional obligor under the
Agreement.
We agree with Continental and find the judge’s reason-
ing sound. While section 3.8.B, which describes the put
mechanism, places the payment obligation on IGF Holdings,
the “Further Assurances” and “Further Actions” clauses
specifically refer to the obligations of the “parties hereto,”
which must include Symons International as a signatory to
the Agreement. In these sections Symons International—the
parent company of IGF Holdings—covenanted not to “take
or permit to be taken any action that would be in breach” of
the contract and agreed to “use commercially reasonable
best efforts” and “all reasonable effort” to comply with the
terms of the Agreement. The judge did not clearly err in
finding Symons International liable as a co-obligor.
B. The Indiana Uniform False Transfer Act
Moving beyond the contract claims, the judge found the
defendants liable for fraudulent transfer under the Indiana
Uniform Fraudulent Transfer Act, I ND. C ODE §§ 32-18-2-1 et
seq. Broadly speaking, the IUFTA prevents a party from
transferring assets in order to defraud a creditor. The ques-
tion here is whether IGF’s sale of the crop-insurance business
was structured so as to fraudulently transfer assets in order
to avoid paying Continental what it was owed.

-- 12 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 13
1. The IUFTA
There are two possible grounds for liability under the
IUFTA, and the judge found the defendants liable under both.
The first—IUFTA § 14—requires a finding of actual intent to
defraud, and the other—IUFTA § 15—covers transfers for less
than reasonably equivalent value that leave the debtor insol-
vent, known as “constructive” fraudulent transfers.
We’ll take the § 15 claim first. The statute states in rele-
vant part:
A transfer made or an obligation incurred by a
debtor is fraudulent as to a creditor whose
claim arose before the transfer was made or the
obligation was incurred if:
(1) the debtor made the transfer or incurred
the obligation without receiving a reasona-
bly equivalent value in exchange for the
transfer or obligation; and
(2) the debtor:
(A) was insolvent at that time; or
(B) became insolvent as a result of the
transfer or obligation.
I ND. C ODE § 32-18-2-15.
Continental’s claim arose before the sale to Acceptance
closed on June 6, 2001, and the judge found that IGF was in-
solvent at the time of the sale. The dispute on appeal centers
on whether IGF “receiv[ed] a reasonably equivalent value in
exchange for the transfer.” The judge concluded that it did
not.

-- 13 of 34 --

14 Nos. 14-2665, 14-2671 & 15-1061
Recall that Acceptance was willing to pay $40.5 million
for IGF’s book of business, but IGF received only $16.5 mil-
lion of the purchase price. The remainder was siphoned off
to Goran and Symons International in exchange for non-
competition agreements ($9 million) and to Granite Re for a
reinsurance treaty ($15 million). The judge concluded that
this was a diversion of purchase-money funds, leaving IGF
with less than reasonably equivalent value. The judge found
that the structure of the transaction—specifically, the sham
noncompetes and overpriced reinsurance treaty—had been
“proposed and driven” by Alan Symons on behalf of IGF.
Acceptance, for its part, just wanted the crop-insurance
business: It was happy to let Alan structure the sale however
he wanted as long as the total price was around $40 million.
This way of structuring Acceptance’s payment kept IGF
from receiving reasonably equivalent value for the business.
We’ll explain in more detail later why we think the judge’s
findings regarding the noncompetes and reinsurance agree-
ment were clearly correct. To assess liability under § 15,
however, what matters is that IGF—Continental’s debtor—
received less than half the value of what it was selling, with
the rest of the money going to Symons International, Goran,
and Granite Re instead. The deal thus met all the elements of
§ 15: an open claim, insolvency, and a subvalue transfer.
Indeed, thanks largely to the same facts, the defendants
fared no better under § 14. That section reads:
A transfer made or an 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 the obligation was in-

-- 14 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 15
curred, if the debtor made the transfer or in-
curred the obligation:
(1) with actual intent to hinder, delay, or de-
fraud any creditor of the debtor; or
(2) without receiving a reasonably equiva-
lent value in exchange for the transfer or
obligation, and the debtor:
(A) 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
(B) intended to incur or believed or rea-
sonably should have believed that the
debtor would incur debts beyond the
debtor’s ability to pay as the debts be-
came due.
Id. § 32-18-2-14.
In fraudulent-transfer cases under § 14, Indiana courts
consult a list of factors known as the “badges of fraud” to
determine whether the transfer was made with intent to de-
fraud a creditor.1 See Otte v. Otte, 655 N.E.2d 76, 81 (Ind. Ct.
1 These “badges” include:
(1) the transfer of property by a debtor during the pen-
dency of a suit; (2) a transfer of property that renders the
debtor insolvent or greatly reduces his estate; (3) a series
of contemporaneous transactions which strip a debtor of
all property available for execution; (4) secret or hurried
transactions not in the usual mode of doing business;
(5) any transaction conducted in a manner differing from

-- 15 of 34 --

16 Nos. 14-2665, 14-2671 & 15-1061
App. 1995), trans. denied. “The existence of several of these
badges may warrant an inference of fraudulent intent, but
no particular badge constitutes fraudulent intent per se.”
Hoesman v. Sheffler, 886 N.E.2d 622, 630 (Ind. Ct. App. 2008);
see also Greenfield v. Arden Seven Penn Partners, L.P.,
757 N.E.2d 699, 703–04 (Ind. Ct. App. 2001) (“As no single
indicium constitutes a showing of fraudulent intent per se,
the facts must be taken together to determine how many
badges of fraud exist and if together they amount to a pat-
tern of fraudulent intent.” (quoting Otte, 655 N.E.2d at 81)).
Applying these factors here, the judge found a valid in-
ference of fraudulent intent based on the following factors:
• Badge 1 (“transfer of property by a debtor during the
pendency of a suit”): Continental had made it clear
that legal action would follow if the contractual dis-
pute, initiated in March 2001, was not resolved. In-
deed, Continental filed suit for breach of contract on
June 6, 2001, and the sale to Acceptance closed later
that same day.
• Badge 2 (“transfer of property that renders the debtor
insolvent or greatly reduces his estate”): IGF and Sy-
mons International were insolvent.
customary methods; (6) a transaction whereby the debt-
or retains benefits over the transferred property; (7) little
or no consideration in return for the transfer; and (8) a
transfer of property between family members.
Otte v. Otte, 655 N.E.2d 76, 81 (Ind. Ct. App. 1995).

-- 16 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 17
• Badge 3 (“a series of contemporaneous transactions
which strip a debtor of all property available for exe-
cution”): In just this one transaction, IGF received less
than half the value of its business, leaving it unable to
satisfy any execution of its debt to Continental.
• Badge 5 (“any transaction conducted in a manner dif-
fering from customary methods”): The transaction
differed from customary methods by transferring
purchase-price consideration to unjustified noncom-
petes and reinsurance. (More on this later.)
• Badge 7 (“little or no consideration in return for the
transfer”): IGF received inadequate consideration in
the transfer (less than 50% of the going market price).
• Badge 8 (“a transfer of property between family
members”): The transfer was essentially between
family members.
Based on these findings and the absence of evidence other-
wise justifying the structure of the transaction, the judge
concluded that assets were transferred “with actual intent to
hinder, delay, or defraud” in violation of § 14(1).
The judge also found a violation of § 14(2) because the
transfer was not made “for reasonably equivalent value,”
IGF was insolvent at the time of the sale, and it knew or
should have known that as a result of the transaction, it
would be unable to pay its debts as they became due.
We don’t think the judge clearly erred in any of these
findings, which were based largely on his subsidiary find-
ings about the noncompetes and reinsurance treaty, to which
we now turn.

-- 17 of 34 --

18 Nos. 14-2665, 14-2671 & 15-1061
(i) Noncompetes
The defendants would have us believe that the noncom-
petes were legitimate in large part because the expert testi-
mony offered by Continental was procedurally and substan-
tively flawed. They claim that Continental’s expert on the
noncompetes, David A. Borghesi, should not have been al-
lowed to testify and also that his testimony was flawed.
On the admissibility question, the judge found that
Borghesi, a CPA by training, is an experienced auditor and
forensic accountant and rejected the defendants’ objections
to his expertise relative to the question on which he was
opining. The defendants had argued that Borghesi was in-
sufficiently experienced in valuing noncompetes. The judge
ruled that this objection concerned the weight of his testi-
mony, not its admissibility. That was not an abuse of discre-
tion.
The defendants contest Borghesi’s conclusion that the
chairman of Acceptance had reason to believe the Symonses
would have trouble getting a standard reinsurance treaty
from the Federal Crop Insurance Corporation and thus were
effectively incapable of competing against Acceptance in the
crop space, rendering the noncompetes valueless. But the
record supports Borghesi’s conclusion in this regard. Ac-
ceptance’s chairman specifically testified at trial that it
“would be highly unlikely that [the Symonses] would be
able to get a new [Standard Reinsurance Agreement] any
time -- any time soon.”
The defendants also argue that the noncompetes had
value insofar as they prevented Symons International and
Goran from acquiring any Acceptance competitors as operat-

-- 18 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 19
ing companies. But that does nothing to rebut the judge’s
conclusion that the two holding companies were not them-
selves competitive threats. And even if there were some the-
oretical value to Acceptance in keeping Symons Internation-
al and Goran from acquiring or launching a competitor, that
threat was infinitesimally small since both companies were
insolvent.
Lastly, the defendants complain about Borghesi’s failure
to use a so-called “with and without” methodology for valu-
ing the noncompetes. Yet Borghesi was fully capable of using
that valuation method, but in the end didn’t have to run the
numbers because he concluded that any benefit to Ac-
ceptance was simply nonexistent.
Beyond objecting to the expert’s testimony, the defend-
ants more generally contend that the noncompetes were se-
rious efforts to preclude harmful competition against Ac-
ceptance. To engage this argument, we need to ask, just what
was Acceptance buying? A noncompetition agreement is a
tool by which a business’s goodwill is protected by the pur-
chaser. See Kladis v. Nick’s Patio, Inc., 735 N.E.2d 1216, 1220
(Ind. Ct. App. 2000). But there must be something the pur-
chaser is buying when it contracts for a noncompetition
agreement; otherwise the noncompete is a sham. See, e.g.,
United States v. Black, 530 F.3d 599, 605–06 (7th Cir. 2008)
(Lord Black and his lawyer were convicted of having ar-
ranged multimillion dollar noncompetes that “made no
sense” because Black was “on [the] way out of the newspa-
per business.”); SEC v. Black, No. 04 C 7377, 2005 WL
1498893, at *5 (N.D. Ill. June 17, 2005); Hollinger Int’l, Inc. v.
Hollinger Inc., No. 04 C 0698, 2005 WL 589000, at *2 (N.D. Ill.
Mar. 11, 2005).

-- 19 of 34 --

20 Nos. 14-2665, 14-2671 & 15-1061
Here there was no goodwill to buy from the two holding
companies, Symons International and Goran. The employees
of IGF with competitive knowledge were all neutralized by
Acceptance separately. As the judge observed,
Both entities lacked the infrastructure and crop
insurance goodwill—including employees
with knowledge of the crop insurance business
and special relationships with customers and
agents—necessary to compete in the crop in-
surance business. In addition, both entities
lacked the ability to compete as both were in-
solvent and unlikely to obtain a [Standard Re-
insurance Agreement] from the [Federal Crop
Insurance Corporation].
This finding also undercuts the defendants’ argument
that Symons International and Goran could have acquired a
competing crop-insurance enterprise. With what money?
They were insolvent. All of which is to say that the judge did
not clearly err in concluding that the noncompetes only
make sense as a fraudulent diversion of the purchase money
for the crop-insurance business, not as a purchase of good-
will and legitimate protection from competition.
(ii) Reinsurance
The defendants also argue that the reinsurance treaty
was independently valuable. Here, too, they say the judge
erred factually and in admitting Continental’s expert testi-
mony. We don’t see how.
The defendants first contend that James L. Driscoll,
Ph.D., one of Continental’s reinsurance experts, was insuffi-
ciently experienced to price reinsurance. This argument is

-- 20 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 21
hard to take seriously. Driscoll is an underwriter at the Fed-
eral Crop Insurance Corporation and has spent his entire ca-
reer in the crop-insurance industry as an underwriter and
actuary.
Next we’re told that Driscoll’s analysis of the actual value
of the Granite Re reinsurance treaty was flawed because it
relied on a “pure premium” analysis. That is, Driscoll sup-
posedly compared the actual treaty to the minimum amount
of premium the insurer would need to pay expected losses,
which (the defendants say) is not a realistic comparison. The
problem with this argument is that Driscoll didn’t really do
that: instead he observed that the pure premium is the mini-
mum amount the insurer needs to collect in order to break
even, so while it is clearly not “apples to apples” for an actu-
al treaty, it’s instructive nevertheless. (It goes without saying
that the price of the pure premium—around $45,000—was
nowhere near the $15 million price tag on the treaty.)
The defendants also claim that Driscoll miscalculated the
total exposure to be mitigated in a pure-premium reinsur-
ance analysis by a factor of three. Even assuming he did, the
pure premium would still be orders of magnitude less than
the $15 million Alan charged for the reinsurance. In short,
even if we assume that Driscoll made all the errors the de-
fendants insist that he did, the basic parameters of his opin-
ion still remain intact: the actual value of the reinsurance
treaty was nowhere near its cost. The judge’s fact-finding on
this point was not clearly erroneous.
We hear similar complaints about Continental’s other re-
insurance expert, William E. Totsch. The defendants chal-
lenge Totsch’s calculations regarding the reasonableness of
the Granite Re treaty by comparing it to a supposedly simi-

-- 21 of 34 --

22 Nos. 14-2665, 14-2671 & 15-1061
lar treaty Acceptance had with Scandinavian Reinsurance
(“ScanRe”). The ScanRe treaty and the Granite Re treaty
were more or less comparable, the defendants maintain,
which means that it would not have been unusual for Ac-
ceptance to purchase the kind of loss mitigation provided by
Granite Re here. The problem is that the ScanRe treaty was
materially different from the Granite Re treaty in the extent
to which ScanRe shared risk with the government and also
in its terms of termination.
Finally, the defendants claim that because Totsch didn’t
purport to offer an opinion on the “value” of the Granite Re
treaty, it was a mistake for the judge to observe that Totsch
“opined as to the value of the Reinsurance Agreement.” But
when push came to shove and the judge actually analyzed
Totsch’s testimony, he correctly characterized it as an opinion
on “the costs of the contract.” That is, Totsch compared the
price of the premium to the potential exposure from loss and
concluded that the price didn’t match the risk. This isn’t pric-
ing the value of the instrument but rather evaluating the
price-to-risk ratio faced by Acceptance. This helped the
judge conclude that the instrument was vastly overpriced.
In sum, we see no error in the judge’s conclusion that this
$15 million reinsurance treaty—which was both suggested
by Alan Symons and outside industry norms—was unjusti-
fied and overpriced. It follows that the judge committed no
error in deeming this payment a diversion of the purchase
money for the crop-insurance business.
2. Who is Liable under the IUFTA?
So IGF executed a fraudulent transfer, but are the other
defendants liable? The defendants say no, arguing that

-- 22 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 23
(1) Alan and Gordon Symons can’t be liable transferees un-
der the statute as mere participants in the deal; and (2) the
sale money from Acceptance to Symons International,
Goran, and Granite Re isn’t an “asset” transferable under the
statute. The first of these issues is one of first impression un-
der Indiana law.
(i) Transferee liability
Alan Symons and the Estate of Gordon Symons argue
that they cannot be held liable for fraudulent transfer be-
cause the IUFTA does not account for “participation” liabil-
ity.
The IUFTA supplies two possible remedies: the defraud-
ed creditor can avoid the transfer in rem or recover a judg-
ment for the value of the transfer from liable parties, includ-
ing “(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.” I ND. C ODE § 32-18-
2-18(b). This language tracks section 8 of the Uniform False
Transfer Act.
Everyone agrees that Alan and Gordon were not direct
beneficiaries of the transfer (unlike Symons International,
Goran, and Granite Re). So Alan and the Estate argue that
they can be held liable only under a sort of accessory “partic-
ipation” theory of liability, which has not been incorporated
into the IUFTA. As support for this proposition, they cite
APS Sports Collectibles, Inc. v. Sports Time, Inc., 299 F.3d 624,
630 (7th Cir. 2002). There we found no legal authority for the
proposition that an “insider” could be liable under the
Illinois version of the UFTA. At issue in APS were corporate

-- 23 of 34 --

24 Nos. 14-2665, 14-2671 & 15-1061
officers who benefited indirectly from the transfer in ques-
tion. Id. at 629.
Alan and the Estate also rely on a district-court decision
noting that the IUFTA lacks accessory liability. Baker O’Neal
Holdings, Inc. v. Ernst & Young LLP, No. 1:03-CV-0132-DFH,
2004 WL 771230, at *14 (S.D. Ind. Mar. 24, 2004) (Hamilton,
J.). Baker O’Neal involved a claim of accessory liability
against the accounting firm Ernst & Young, which had pro-
vided extensive financial advice for a likely insolvent corpo-
ration in exchange for $600,000 in fees. The district court in
Baker O’Neal concluded that on balance, the caselaw pretty
clearly established that there would be no basis for account-
ants qua accountants to be held liable as accessories to the
client’s fraudulent transfer.2 Finally, the defendants cite to Shi
v. Yi, 921 N.E.2d 31, 38 (Ind. Ct. App. 2010), which held that
common-law fraud remedies cannot be imported into an
IUFTA action.
On the other side of the ledger, in DFS Secured Healthcare
Receivables Trust v. Caregivers Great Lakes, Inc. 384 F.3d 338,
347 (7th Cir. 2004), we considered whether an individual
corporate actor could be held liable under the IUFTA under
common-law fraud principles for his personal participation in
the fraud. Finding “no case suggesting that ‘veil piercing’ is
impermissible under the UFTA,” we noted that
[l]iability for officers or shareholders of a “first
transferee” who personally participated in the
fraud is a substitute for “veil piercing,” not an
2 It’s worth noting that Baker O’Neal doesn’t seem to turn on the defini-
tion of “transferee” but rather the scope of the IUFTA’s “catch-all” provi-
sion at section 17(a)(3)(C).

-- 24 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 25
extension of who can be a “transferee” under
the UFTA. Moreover, the reasoning behind the
general rule that courts should avoid extending
the parties who can be a “transferee” under the
UFTA appears to be based, at least in part, on
the difficulty of proving damages.
Id. In other words, we suggested that if the IUFTA contem-
plates this kind of liability, it’s really an alternative avenue of
seeking alter-ego liability—not an expansion of the defini-
tion of “transferee” to include vicarious liability. Neverthe-
less, “in an abundance of caution,” we certified the question
to the Indiana Supreme Court. Id. at 349. But the case settled
before the state high court could provide an answer.
In the end we don’t need to resolve whether Alan and
Gordon’s Estate can be liable as IUFTA “transferees.” The
idea that veil-piercing principles can apply in this context is
sound. See id. at 348. Thus, even without the district judge’s
findings on their liability for participation in the fraud, the
judge’s alter-ego findings are enough to put Alan and Gor-
don’s Estate on the hook without broadening beneficiary lia-
bility under the IUFTA to include vicarious or participatory
liability.
(ii) The transfer itself
The defendants also make a very formalistic argument
that the money paid to Goran, Symons International, and
Granite Re never belonged to IGF, so it couldn’t really have
been transferred fraudulently. They noted that the statute
defines “transfer” as “disposing of or parting with an asset,”
I ND. C ODE § 32-18-2-10, and an “asset” is “property of a
debtor,” id. § 32-18-2-2. So if the debtor doesn’t own some-

-- 25 of 34 --

26 Nos. 14-2665, 14-2671 & 15-1061
thing, he can’t transfer it. See Grand Labs., Inc. v. Midcon Labs
of Iowa, 32 F.3d 1277, 1281 (8th Cir. 1994) (“To recover on a
fraudulent conveyance claim, a plaintiff-creditor must first
show that the transferor actually owned the property that it
allegedly fraudulently transferred.”).
This argument is creative but fundamentally misunder-
stands a basic precept of fraudulent-transfer doctrine: sub-
stance trumps form. As we have frequently noted in an anal-
ogous context, “fraudulent conveyance doctrine … is a flexi-
ble principle that looks to substance, rather than form.”
Boyer v. Crown Stock Distribution, Inc., 587 F.3d 787, 793 (7th
Cir. 2009) (quotation marks omitted); see also In re Joy Recov-
ery Tech. Corp., 286 B.R. 54, 74 (N.D. Ill. Bankr. 2002) (“Courts
will eschew appeals to form which obscure the substance of
a transaction. Thus, a multilevel transaction will be collapsed
and treated as a single transaction in order to determine if
there was a fraudulent conveyance.”).
The IUFTA incorporates this principle in another part of
the definition of “transfer” that the defendants conveniently
ignore: a transfer is “disposing of or parting with an asset or
an interest in an asset, whether the mode is direct or indirect.”
§ 32-18-2-10 (emphasis added); see also, e.g., In re Unglaub,
332 B.R. 303, 316 (N.D. Ill. Bankr. 2005) (“For purposes of the
[Colorado Uniform Fraudulent Transfer Act], equity looks to
the substance of the transaction rather than its form.”); HBE
Leasing Corp. v. Frank, 48 F.3d 623, 638 (2d Cir. 1995) (holding
that “the District Court correctly disregarded the form of this
transaction and looked instead to its substance” under the
New York Uniform Fraudulent Conveyance Act).
Here the deal between IGF and Acceptance was struc-
tured to keep more than half the purchase price away from

-- 26 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 27
IGF and in the hands of the Symonses. The sleight of hand
on which the defendants now rely was the very means of the
fraud. If anything, this is a textbook example of why the law
of fraudulent transfer privileges substance over form.
C. Alter Ego
Lastly, Alan and Gordon challenge their alter-ego liabil-
ity. This issue too gets deferential review; we will reverse on-
ly for clear error. See Matter of Oil Spill by the Amoco Cadiz,
954 F.2d 1279, 1294 (7th Cir. 1992); In re Bowen Transps., Inc.,
551 F.2d 171, 179 (7th Cir. 1977); see also Cent. States, Se. & Sw.
Areas Pension Fund v. Cent. Transp., Inc., 85 F.3d 1282, 1288–89
(7th Cir. 1996) (adopting a clearly erroneous standard in a
veil-piercing-like “common control” claim). After all, veil-
piercing is a highly fact-intensive inquiry. See Winkler v. V.G.
Reed & Sons, Inc., 638 N.E.2d 1228, 1232 (Ind. 1994).
Indiana courts hesitate to pierce the corporate veil but
will do so to prevent fraud or injustice to a third party. See id.
Generally speaking, the corporate form “may be disregarded
where one corporation is so organized and controlled and its
affairs so conducted that it is a mere instrumentality or ad-
junct of another corporation.” Smith v. McLeod Distrib., Inc.,
744 N.E.2d 459, 462 (Ind. Ct. App. 2000).
Alter-ego analysis in Indiana proceeds along the so-
called Aronson factors, which include:
(1) undercapitalization; (2) absence of corpo-
rate records; (3) fraudulent representation by
corporation shareholders or directors; (4) use
of the corporation to promote fraud, injustice
or illegal activities; (5) payment by the corpora-
tion of individual obligations; (6) commingling

-- 27 of 34 --

28 Nos. 14-2665, 14-2671 & 15-1061
of assets and affairs; (7) failure to observe re-
quired corporate formalities; or (8) other
shareholder acts or conduct ignoring, control-
ling, or manipulating the corporate form.
Aronson v. Price, 644 N.E.2d 864, 867 (Ind. 1994). Where, as
here, a court “is asked to decide whether two or more affili-
ated corporations should be treated as a single entity,” the
analysis expands to consider other factors in addition to
those from Aronson, including “whether similar corporate
names were used; whether there were common principal
corporate officers, directors, and employees; whether the
business purposes of the corporations were similar; and
whether the corporations were located in the same offices
and used the same telephone numbers and business cards.”
Smith, 744 N.E.2d at 463 (citations omitted).
The defendants argue as a threshold matter that this case
lacks the sort of injustice necessary to warrant a veil-piercing
inquiry. Caveat emptor, they shrug. Continental knew what
it was getting into when it sold its crop-insurance business to
IGF. It was never misled. That IGF can’t pay makes this
merely “an unsatisfied judgment” and no reason to pierce
the corporate veil. See Judson Atkinson Candies, Inc. v. Latini-
Hohberger Dhimantec, 529 F.3d 371, 381 n.1 (7th Cir. 2008).
We’re not persuaded. Yes, it’s true that Continental was a
sophisticated market actor; any deal can turn sour and some-
times judgments go unsatisfied. But none of this makes it
just or fair for the Symons family to have structured the later
sale of the business to Acceptance to syphon assets away
from IGF to evade the debt to Continental, which is what the
noncompetes and reinsurance in this deal accomplished. If
nothing else, Continental had reason to believe that IGF

-- 28 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 29
wouldn’t dump the crop-insurance business for less than
half its value. We think this constitutes injustice to a third
party.
Moving on to the alter-ego test itself, the findings here
were amply supported by the record. The judge found that
“Alan, Doug, and Gordon Symons ignored, controlled, and
manipulated the corporate forms” of IGF, IGF Holdings,
Symons International, Granite Re, Superior, Pafco, and
Goran, and “operated the corporations as a single business
enterprise such that these entities were mere instrumentali-
ties of the Symons family.” Thus, fraud was present and the
corporation was operated as a mere instrumentality of the
alter-ego liable parties.
The judge evaluated the Aronson and Smith factors as fol-
lows:
• Undercapitalization. The judge did not find the compa-
nies undercapitalized for the purposes of the Aronson
test because “[t]he adequacy of capital is to be meas-
ured as of the time of a corporation’s formation.”
Cmty. Care Ctrs., Inc. v. Hamilton, 774 N.E.2d 559, 565
(Ind. Ct. App. 2002). Nevertheless, the judge noted
that the fact that almost all of the Symons companies
were undercapitalized as of 1999 “cannot be ignored.”
• Fraudulent representation by corporation shareholders or
directors. The judge found that the Symons family and
the corporate counterclaim defendants had made
fraudulent representations to regulatory agencies and
the general public, in particular misrepresentations to
the Federal Crop Insurance Corporation.

-- 29 of 34 --

30 Nos. 14-2665, 14-2671 & 15-1061
• Corporate formalities. The judge found that corporate
formalities maintained by the Symons-controlled
companies were “entirely ‘cosmetic.’” The Goran and
Symons International boards met at the same time
and place on 18 separate occasions between March
1997 and May 2001. IGF and Superior held cotermi-
nous board meetings three times. Lastly, Alan Symons
was the principal representative of IGF, IGF Holdings,
Symons International, Goran, and Granite Re during
negotiations with Acceptance.
• Commingling Assets. The companies all made exten-
sive use of intercompany loans, purchases, sales, se-
curities, real estate, mortgages, and other investments.
There was vertical overlap between IGF and IGF
Holdings in their payroll. In 2001 IGF, Superior, and
Pafco were all incurring significant operating losses
while their holding companies made over $40 million
from the operating companies in management and
service agreements.
• Common Address. Goran, Symons International, IGF,
IGF Holdings, Pafco, and Superior all shared a busi-
ness address in Indianapolis.
Based on these findings, the judge concluded that the
Symonses used their control over the Goran-related compa-
nies to fraudulently avoid satisfying the debt to Continental.
The defendants argue that the judge’s analysis improper-
ly blends the Aronson and Smith tests and that the judge
failed to consider what they insist is the key Aronson inquiry:
shareholder abuse and shareholder use of the corporation as
a conduit for personal affairs. See Aronson, 644 N.E.2d at 868.

-- 30 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 31
As we’ve explained, however, Aronson isn’t exclusive. Ar-
onson dealt with shareholder alter-ego liability, and Indiana
decisions hold that the Aronson factors are “not necessarily
exhaustive.” Fairfield Dev., Inc. v. Georgetown Woods,
768 N.E.2d 463, 469 (Ind. Ct. App. 2002); see also Stacey-Rand,
Inc. v. J.J. Holman, Inc., 527 N.E.2d 726, 728 (Ind. Ct. App.
1988) (“While no one talismanic fact will justify with impu-
nity piercing the corporate veil, a careful review of the entire
relationship between various corporate entities, their direc-
tors and officers may reveal that such an equitable action is
warranted.”). Furthermore, Aronson itself contemplated the
sort of corporate-formality inquiry later applied in Smith to
corporate-sibling liability. To see this one need only look to
the full sentence the defendants invoke from Aronson: “Lack
of observance of formalities can provide circumstantial evi-
dence of shareholder abuse and shareholder use of the cor-
poration as a conduit for personal affairs.” 644 N.E.2d at 868
(emphasis added). Thus, we think the judge was correct to
look to the factors identified in both Aronson and Smith to
determine whether Alan and Gordon used their control over
the corporate empire to enrich themselves at the expense of
Continental.
The defendants also say that the Symons-family empire
does not satisfy the “single business enterprise” rule for veil
piercing. They argue that their conglomerate comprised de-
cidedly separate companies and thus is not really eligible for
veil piercing. In particular, the companies had different
names, different directors and officers, different business
purposes, and different locations, thus precluding them
from being deemed a single business enterprise.

-- 31 of 34 --

32 Nos. 14-2665, 14-2671 & 15-1061
But that isn’t the rule—or at least it’s not the whole rule.
In fuller context Smith said,
[W]e have previously noted that other jurisdic-
tions have disregarded the separateness of af-
filiated corporations when the corporations are
not operated as separate entities but are manip-
ulated or controlled as one enterprise through their
interrelationship to cause illegality, fraud, or injus-
tice or to permit one economic entity to escape
liability arising out of an operation conducted by
one corporation for the benefit of the whole enter-
prise.
744 N.E.2d at 463 (emphases added). To that end, “[i]ndicia
of common ‘identity,’ ‘excessive fragmentation,’ or ‘single
business enterprise’ corporations may include, among other
factors, the intermingling of business transactions, functions,
property, employees, funds, records, and corporate names in
dealing with the public.” Id. That’s almost precisely what we
have here: IGF conducted an operation for the benefit of the
Goran empire that was controlled as one enterprise by the
Symons family.
Nevertheless, the defendants also contend that the Goran
companies can’t be considered “controlled as one enterprise”
because they were regulated businesses and some were pub-
licly traded. There’s no rule that publicly traded companies
are exempt from veil-piercing, and the defendants don’t
point to one. It’s true that veil-piercing is usually applied to
closely held corporations, but that has more to do with the
ease of abusing the corporate form in a closely held corpora-
tion than anything else. It isn’t a necessary condition for an
alter-ego claim.

-- 32 of 34 --

Nos. 14-2665, 14-2671 & 15-1061 33
Indeed, other courts have not ruled out piercing the veil
of public companies. See Birbara v. Locke, 99 F.3d 1233, 1237–
38 (1st Cir. 1996) (“The key Massachusetts cases on piercing
the corporate veil have all involved close, family-owned de-
fendant corporations. In this silence, we will assume, dubi-
tante, that Massachusetts would apply the same standards in
deciding whether to pierce the corporate veil when the de-
fendant is a public corporation as it has when the defendant
is a close corporation.”). And it has happened before. See
Nerox Power Sys., Inc. v. M-B Contracting Co., 54 P.3d 791
(Alaska 2002). If there were a rule against public-company
veil-piercing, it would be justified by a concern about inno-
cent third-party shareholders. But here both Goran and Sy-
mons International have been delisted from the NASDAQ,
so that’s of limited salience.
Similarly, the fact that the insurance industry is heavily
regulated changes nothing of significance here. Unless the
defendants can show that regulatory requirements prevent-
ed the Symonses from manipulating their companies (and
they can’t), this argument doesn’t get off the ground.
Lastly, the defendants argue that the Aronson and Smith
factors simply don’t support veil-piercing given the facts of
this case. The company names were different. There were
some independent directors. Each operating company was
doing business in a different insurance sector (e.g., IGF was
in crops, Superior in autos). All the businesses had different
headquarters.
It’s a nice try, but on this record we don’t think the judge’s
factual findings regarding alter-ego liability were clearly
wrong. Corporate formalities were both cosmetic and ig-
nored. (For example, while the companies had different

-- 33 of 34 --

34 Nos. 14-2665, 14-2671 & 15-1061
headquarters, Symons International, Goran, IGF, and Pafco
all gave regulators the same address in Indiana as their actu-
al base of operations.) Assets were commingled—indeed, the
corporations all seem to have raided one another with some
degree of impunity. Symons family members received mil-
lions of dollars in no-interest, unsecured loans from their
companies. Finally, Alan was the principal agent of all the
relevant companies and the architect of the sale. In short, the
record amply supports the judge’s decision to pierce the cor-
porate veil. Cf. Wachovia Sec., LLC v. Banco Panamericano, Inc.,
674 F.3d 743, 753–54 (7th Cir. 2012) (veil-piercing was justi-
fied in part by a looting of corporate assets following a mar-
gin call); Fairfield Dev., 768 N.E.2d at 472–73 (veil-piercing
was justified when there were corporate loans that were real-
ly personal, commingled assets, one office, shared property,
intercorporate cost coverage, and judgment proofing).
* * *
To summarize: The judge did not clearly err in finding
Symons International liable as an obligor under the Strategic
Alliance Agreement. Likewise, we find no error in the
judge’s ruling that Symons International, Goran, and Granite
Re are liable under the IUFTA. And while we are not pre-
pared to say that Alan and the Estate of Gordon Symons are
liable as transferees under the IUFTA, they are liable under
alter-ego theory.
A FFIRMED.

-- 34 of 34 --