C. Randel Lewis, solely in his capacity as receiver, Petitioner
Steve Taylor, Respondent.
Attorneys for Petitioner: Lindquist & Vennum LLP Michael
T. Gilbert John C. Smiley Theodore J. Hartl Denver, Colorado
Attorneys for Respondent: Podoll & Podoll, P.C. Richard
B. Podoll Robert A. Kitsmiller Dustin J. Priebe
Attorneys for Amicus Curiae Gerald Rome, Securities
Commissioner for the State of Colorado: Cynthia H. Coffman,
Attorney General Russell B. Klein, Deputy Attorney General
Charles J. Kooyman, Assistant Attorney General
JUSTICE GABRIEL dissents, and CHIEF JUSTICE RICE and JUSTICE
COATS join in the dissent.
¶1 Under the Colorado Uniform Fraudulent Transfer Act
("CUFTA"), §§ 38-8-101 to -112, C.R.S.
(2015), any action to avoid an intentionally fraudulent
transfer is extinguished if not brought within four years
after the transfer was made or, if later, within one year
after the transfer was or could reasonably have been
discovered, § 38-8-110(1)(a). In this case, we consider
whether this time period may be extended by a tolling
agreement entered into voluntarily by both parties. We
conclude that it may.
Though section 38-8-110(1) provides that a claim is
"extinguished" if not acted upon within the
prescribed time period, we find that term ambiguous in this
context because it applies to language within section
38-8-110(1)(a) suggesting both a period of limitation and a
period of repose. In resolving that ambiguity, we do not
interpret the word "extinguished" to wholly
eliminate the right to bring a claim where the time period
for exercising that right has been extended by express
Accordingly, we hold that section 38-8-110(1)'s time
limitations may be tolled by express agreement. Because the
parties signed a tolling agreement here, and the
petitioner's CUFTA claims were properly brought within
the tolling period, we conclude that his claims were timely
filed and are not barred. We therefore reverse the judgment
of the court of appeals and reinstate the trial court's
order of summary judgment in favor of the petitioner. We
remand to the court of appeals to consider the alternate
argument on which the respondent appealed the trial
Facts and Procedural History
In 2006, the respondent, Steve Taylor, invested $3 million in
several investment companies operated by Sean Mueller.
Unbeknownst to Taylor, Mueller was using these companies (the
"Mueller Funds") to run a multi-million dollar
Ponzi scheme. The Mueller Funds received approximately $147
million in total investments, and paid out approximately $86
million to investors, before the scheme collapsed.
Taylor happened to be one of the "winners" of the
scheme. Between September 1, 2006, and April 19, 2007, Taylor
received $3, 487, 305.29 in payouts from the Funds,
representing a return of his invested principal, plus a net
profit of $487, 305.29. Others were not so fortunate.
Approximately ninety-five investors lost a total of
approximately $72 million.
In April 2010, the Colorado Securities Commissioner
discovered that the Mueller Funds were a Ponzi scheme. In
November 2010, Mueller pleaded guilty to securities fraud,
theft, and violating the Colorado Organized Crime Control
Act. In December 2010, he was sentenced to a total of 40
years in prison and ordered to pay over $64 million in
On April 27, 2010, the district court appointed the
petitioner, C. Randel Lewis, as the Receiver for the Mueller
Funds. The Receiver was tasked with collecting and
distributing Mueller's assets to his creditors, including
to his defrauded investors.
On April 12, 2011, the Receiver and Taylor, who was
represented by counsel, signed a tolling agreement that
extended the time period within which the Receiver could
institute a cause of action against Taylor through and
including December 31, 2011. The agreement provided that
"[a]ll applicable statutes of limitation or repose, each
and every statutory or common law time limitation respecting
the commencement of an action, . . . and any other defenses
based on the passage of time . . . hereby are and shall be
tolled during the Tolling Period." It stipulated that
any action brought by the Receiver within the tolling period
would be deemed to have been filed on April 12, 2011, the
effective date of the agreement.
On October 14, 2011, the Receiver filed a complaint against
Taylor that included a CUFTA claim seeking to recover
Taylor's net profit of $487, 305.29 for equitable
distribution among all losing investors in the Mueller Funds.
CUFTA provides that a cause of action to avoid an
intentionally fraudulent transfer is extinguished if it is
not brought within four years after the transfer was made or,
if later, within one year after the transfer was or could
reasonably have been discovered. § 38-8-110(1)(a).
Taylor's last payout-the last fraudulent transfer he
received-was made on April 19, 2007, and the transfer was or
could reasonably have been discovered by the Receiver on the
date of his appointment, April 27, 2010. Thus, section
38-8-110(1)(a) would bar any claim not filed by April 27,
2011, one year after the later of those dates.
The Receiver filed a motion for partial summary judgment on
the CUFTA claim, and Taylor filed a cross-motion, arguing
that the Receiver's CUFTA claim was filed outside the
statutory time period and therefore was time-barred. The
trial court found in the Receiver's favor. It considered
the tolling agreement valid and binding, and it concluded
that the Receiver's claims against Taylor were timely.
Taylor appealed, and the court of appeals reversed. Lewis
v. Taylor, 2014 COA 27M, ¶ 23, ___ P.3d ___. It
read section 38-8-110(1)-specifically, its use of the word
"extinguished"-to impose a jurisdictional time
limitation on filing a claim that, if not met, destroys the
right of action. It therefore concluded that the parties
could not toll the time limitation by agreement. The court of
appeals remanded the case to the trial court with
instructions to grant Taylor's motion for summary
The Receiver petitioned this court to review the court of
appeals' judgment. We granted his petition.
Standard of Review
A trial court's order granting or denying summary
judgment is subject to de novo review. Oasis Legal Fin.
Grp., LLC v. Coffman, 2015 CO 63, ¶ 30, 361 P.3d
400, 405. Summary judgment is appropriate only if "the
pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any,
show that there is no genuine issue as to any material fact
and that the moving party is entitled to a judgment as a
matter of law." C.R.C.P. 56(c). The material facts are
not in dispute in this case.
Additionally, the proper meaning of section 38-8-110(1)
presents a question of statutory interpretation, which we
review de novo. Roup v. Commercial Research, LLC,
2015 CO 38, ¶ 8, 349 P.3d 273, 275.