Stermer v. Old Republic: Reasonably Equivalent Value, Contingent Interests, and Strict Limits on Successor Liability in Bankruptcy Fraudulent Transfer Litigation

I. Introduction

The Eleventh Circuit’s published decision in Daniel J. Stermer v. Old Republic National Title Insurance Company (appeal from the Middle District of Florida, decided Nov. 24, 2025) arises out of the financial collapse and Chapter 11 reorganization of ATIF, Inc., a Florida title insurer (the “Debtor”). The Creditor Trustee, Daniel Stermer, attempted to unwind a complex series of transactions culminating in a 2015 “Master Agreement” under which Old Republic entities (the “OR Defendants”) assumed the Debtor’s insurance liabilities and acquired key assets.

The Trustee alleged that the Debtor fraudulently transferred assets for less than “reasonably equivalent value” under 11 U.S.C. § 548(a)(1) and Florida’s Uniform Fraudulent Transfer Act (Fla. Stat. ch. 726). He also pressed aggressive successor-liability and alter-ego theories against a related joint venture, Attorneys’ Title Fund Services, LLC (“ATFS”) and various Old Republic affiliates.

After a bench trial and extensive motion practice, the bankruptcy court ruled for the defendants; the district court affirmed; and now the Eleventh Circuit has in turn affirmed. The opinion is doctrinally conservative, but it crystallizes several important points:

• How Daubert and Rule 702 apply to valuation experts in a bankruptcy bench trial, including the trial court’s power to reassess reliability after hearing rebuttal evidence.
• The Trustee’s burden to prove lack of reasonably equivalent value, especially when the debtor has only a contingent interest (here, in a “title plant”).
• The weight of regulatory approval (by the Florida Office of Insurance Regulation, “FL‑OIR”) as evidence of a legitimate, non-fraudulent purpose.
• Florida’s strict approach to successor liability (de facto merger and mere continuation) and to alter ego / veil piercing in the context of joint ventures and corporate groups.

For practitioners in bankruptcy, insurance, corporate transactional work, and valuation litigation, the opinion is noteworthy not because it breaks new doctrinal ground, but because it applies existing principles rigorously to a highly fact-intensive, modern corporate structure.

II. Summary of the Opinion

A. Factual and Transactional Background (Condensed)

• ATIF, Inc. (“Debtor”): Florida-domiciled title insurer, heavily regulated by FL‑OIR; issued title policies through attorney-agents, maintained a “title plant,” and experienced massive losses around 2008.
• 2009 Joint Venture: To stabilize operations, Debtor and Old Republic Holding Company (“OR Holding”) formed ATFS, a 50/50 LLC joint venture. OR Holding contributed $10 million cash; Debtor contributed workforce, agent network, and access to its title plant. OR Title began issuing new policies; Debtor serviced its legacy policies.
• 2011 Amended JV: Debtor’s interest in ATFS became governance-only; OR Holding obtained a call option and economic control. Debtor’s rights to the title plant became conditional (only on dissolution, exercise of option, etc.). Debtor moved its trademarks (including “The Fund”) to its parent trust to “insulate” IP.
• 2015 Crisis and Master Agreement: Debtor’s statutorily required surplus collapsed; FL‑OIR threatened receivership. Debtor considered (1) receivership, (2) a nominal SOBC $1 stock purchase offer, and (3) OR Title’s proposal to assume Debtor’s policy liabilities via reinsurance. Debtor’s board chose OR Title’s proposal. FL‑OIR scrutinized and eventually approved the deal after requiring OR Title to assume even more liabilities.
• Master Agreement: In December 2015, Debtor transferred cash, investments, real estate and certain rights (including its contingent rights to the title plant) while the Trust transferred trademarks (including “The Fund”) to OR Title; in exchange, OR Title assumed all of Debtor’s policy and reinsurance liabilities. Tangibles were later stipulated to be worth about $47.5 million; assumed liabilities were valued between $45–57.2 million.
• 2016 Call Option: OR Holding exercised its call option – Debtor lost its governance-only interest in ATFS; OR Holding became the sole financial owner of ATFS. ATFS employees became OR Title’s employees, and ATFS leased office space from OR Title.
• 2017 Bankruptcy: Debtor filed Chapter 11. Under the confirmed plan, Stermer was appointed Creditor Trustee and filed an adversary proceeding attacking the Master Agreement and structure.

B. Litigation Posture

The Trustee alleged:

• Fraudulent transfer – Debtor did not receive reasonably equivalent value for transferred intangible assets (title plant rights, “The Fund” name, workforce, technology, etc.).
• Successor liability – ATFS was Debtor’s successor under de facto merger or mere continuation theories and thus liable for Debtor’s debts.
• Alter ego / veil piercing – ATFS was an alter ego of OR Holding or OR Companies; those entities should be liable for Debtor’s obligations.

After a bench trial limited to the “reasonably equivalent value” question and subsequent summary judgment on the remaining issues, the bankruptcy court ruled for defendants. The district court affirmed. The Eleventh Circuit now affirms in all respects.

C. Key Holdings

1. Expert Exclusion and Weight: The bankruptcy court did not abuse its discretion in effectively excluding the Trustee’s valuation expert, Allen Pfeiffer, post-trial. His “premium over tangible equity” methodology for valuing intangibles was unreliable under Rule 702 and Daubert, particularly because:
   • He cited no authoritative valuation texts or treatises supporting his method.
   • He valued all intangible assets in a lump sum without disaggregating the assets actually held and transferred.
   • His calculation included assets the Debtor no longer owned (workforce and title plant) and ignored that Debtor held only a contingent right in the title plant under the Amended JV.
2. No Fraudulent Transfer: The Trustee failed to prove that:
   • Debtor transferred assets with actual intent to hinder, delay, or defraud creditors under § 548(a)(1)(A) and Fla. Stat. § 726.105(1)(a), and
   • Debtor received less than reasonably equivalent value for what it transferred.
   The court walked through the Florida “badges of fraud” and found:
   • No concealment: Master Agreement was disclosed to FL‑OIR and deeds were publicly recorded.
   • No insider transferee: OR Title was not an “insider” in the statutory or functional sense.
   • Reasonably equivalent value: Tangible assets (~$47.5m) were exchanged for assumed liabilities (~$45–57.2m). The Trustee’s evidence on intangibles and contingent title plant rights was deficient.
   • Legitimate purpose: The transaction’s primary purpose was to protect policyholders by reinsuring liabilities, as confirmed by FL‑OIR’s approval.
3. No Successor Liability: Under Florida law (Bernard v. Kee and progeny), ATFS was not Debtor’s successor:
   • No de facto merger: There was overlap in management and location, but no continuity of ownership, no dissolution of Debtor, and limited assumption of liabilities/assets.
   • No mere continuation: Debtor and ATFS each “ran their own race” – Debtor retained ~$240m in assets after the 2009 JV, continued to exist and operate, and ATFS did not assume a substantial portion of Debtor’s liabilities.
4. No Alter Ego / Veil Piercing: Applying Florida’s stringent standard (Molinos, Patel), the Trustee failed to show:
   • Improper use of ATFS’s corporate form by OR Holding or OR Companies, or
   • Resulting injury to Debtor’s creditors.
   Some evidence of control (board majority, shared employees, joint bank account) was insufficient absent proof of fraud or ulterior motive.
5. Crime-Fraud Exception vs. Merits: The fact that the bankruptcy court previously compelled production of privileged materials under the crime-fraud exception based on a prima facie showing of fraudulent intent did not conflict with its final merits ruling that the Trustee failed to carry his ultimate burden of proof. The Eleventh Circuit endorses this distinction.

III. Detailed Analysis

A. Expert Evidence, Rule 702, and Daubert in Bench Trials

1. Legal Framework

The court reiterates the now-standard three-part test for expert admissibility under Fed. R. Evid. 702 (as refined by Daubert, Kumho Tire, and Eleventh Circuit cases like Frazier and Chapman):

1. Qualification: The expert must be sufficiently qualified by knowledge, skill, experience, training, or education.
2. Reliability: The methodology must be reliable. Factors (the “Daubert factors”) include:
   • testing,
   • peer review and publication,
   • known or potential error rate, and
   • general acceptance in the relevant field.
3. Helpfulness: The testimony must assist the trier of fact in understanding the evidence or determining a fact in issue.

The proponent of the expert bears the burden of establishing admissibility by a preponderance (Knepfle v. J-Tech). Appellate review is for abuse of discretion, whether the trial court admits or excludes the expert (Brown, Joiner).

2. Application to Pfeiffer’s Valuation

The Trustee’s expert, Allen Pfeiffer, offered a single headline number—$80 million—for the Debtor’s intangible assets, including the title plant, workforce, trademarks, software, and other intangibles. He used a “premium over tangible equity” model, projecting revenue from new title policies and applying a multiple over tangible equity. The Eleventh Circuit endorses the bankruptcy court’s multi-pronged critique:

• No authoritative support: Pfeiffer admitted he did not rely on recognized valuation texts or treatises and had no formal appraisal credentials. While Daubert does not require textbook citations in every case, the court reasonably viewed the complete absence of recognized authority and credentials as a reliability red flag.
• Wrong object of valuation: Pfeiffer valued the title company as a whole (as if it were again writing new policies) rather than the specific intangible assets actually held and transferred
• Overinclusive asset base: He included:
  • the workforce that had been transferred to ATFS in 2009; and
  • the title plant and trademarks, even though:
    • Debtor’s trademarks had been assigned to the Trust, and
    • Debtor’s interest in the title plant had been reduced to a contingent contract right under the 2011 Amended JV.
• No asset-by-asset breakdown: The court highlighted Pfeiffer’s failure to allocate value among discrete intangible assets. Without that granularity, the judge could not adjust for which assets Debtor still owned and what rights it actually held.
• Speculative re-emergence scenario: Separate portions of Pfeiffer’s opinion—about the Debtor raising $21 million to exit the JV and reemerge as a title insurer—had already been excluded as speculative. This underscored the broader concerns about his forecasting assumptions.

The court’s use of “ipse dixit” tracks Joiner: an expert opinion that is connected to data only by the expert’s say-so, without a demonstrably reliable methodological bridge, need not be credited.

3. Procedural Point: Post-Trial Gatekeeping in a Bench Trial

Notably, the bankruptcy court:

• allowed Pfeiffer to testify at the bench trial,
• explicitly signaled it would re-examine his testimony post-trial with the benefit of rebuttal testimony, and
• ultimately gave his opinions “little to no weight” in its findings.

The Eleventh Circuit approves this approach. In a bench trial, the judge is both gatekeeper and factfinder. The court reinforces two practical points:

• The judge may permit the expert to testify, hear full evidence including rebuttal, and then decide in its written findings that the testimony does not meet Rule 702/Daubert standards and deserves no weight.
• This sequencing is consistent with the judge’s wide discretion in managing expert evidence – particularly where the reliability of the theory is itself illuminated by adversarial testing at trial.

This is an important procedural signal for bankruptcy and bench trial practice: Daubert is not solely a pretrial gatekeeping event; it is a continuing obligation that may be revisited after live testimony and rebuttal.

B. Fraudulent Transfer and “Reasonably Equivalent Value”

1. Legal Standards

The Trustee’s claims arose under:

• 11 U.S.C. § 548(a)(1)(A) – Avoids a transfer made with “actual intent to hinder, delay, or defraud” creditors within the statutory lookback period.
• Florida Uniform Fraudulent Transfer Act (FUFTA), Fla. Stat. § 726.105(1)(a) – Similar “actual intent” standard.

Because direct evidence of intent is rare, courts rely on circumstantial evidence—“badges of fraud”—codified in Fla. Stat. § 726.105(2) and interpreted in cases like Levine and XYZ Options. These badges include:

• transfer to an insider,
• debtor’s retention of control,
• concealment,
• pending or threatened litigation,
• transfer of substantially all assets,
• insolvency,
• whether consideration was reasonably equivalent, etc.

Key doctrinal points the Eleventh Circuit reinforces:

• Badges of fraud are non-exclusive and must be considered in context (In re Jennings).
• A confluence of badges can justify an inference of fraudulent intent, but that inference remains rebuttable (Toy King).
• Even with badges present, courts will not presume fraudulent intent where there is a legitimate, independent business purpose for the transfer (Stewart).
• The Trustee bears the burden of proof by a preponderance of the evidence and must prove both:
  1. actual fraudulent intent, and
  2. a transfer for less than reasonably equivalent value (for certain claims).

2. Reasonably Equivalent Value – Tangible Assets vs. Liabilities

Citing Crumpton v. Stephens (In re Northlake Foods, Inc.), the court reiterates that “reasonably equivalent value” does not require dollar-for-dollar equivalence. Courts examine the totality of the circumstances, including:

• the fair market value of what was transferred vs. what was received,
• economic realities at the time of transfer, and
• the broader context (e.g., avoiding receivership, regulatory constraints).

Here, the tangible side of the exchange was straightforward and stipulated:

• Debtor transferred tangible assets valued at approximately $47.5 million.
• OR Title assumed Debtor’s policy and reinsurance liabilities valued between $45 million and $57.2 million.

On that record, even without crediting any further value for intangibles, the court held that the Trustee had not shown a shortfall. Because the Trustee carries the burden to show that the value given was less than reasonably equivalent, the failure of his valuation evidence was effectively dispositive. The court did not have to prove a precise equivalence; it only needed to conclude that the Trustee did not carry his burden to show inadequacy.

3. Contingent Interests – Title Plant Rights

A significant and more nuanced point involves the Debtor’s rights to the title plant. Under the 2011 Amended JV:

• ATFS maintained and updated the title plant.
• Debtor merely had a conditional right to a copy of the title plant upon certain triggers (ATFS dissolution, OR Holding’s call option, or Debtor’s conversion option).

By the time of the 2015 Master Agreement, those triggers had not occurred. Therefore, Debtor’s interest in the title plant was a contingent contract right, not full ownership of the asset itself. The Eleventh Circuit cites its own precedent (Chase & Sanborn) for the proposition that:

“A contingent liability cannot be valued at its potential face amount; rather, it is necessary to discount it by the probability that the contingency will occur and the liability become real.”

The same logic applies to contingent rights: they must be valued by:

1. estimating the value of the underlying asset (here, the title plant), then
2. discounting by the probability and timing that Debtor would actually trigger and realize its conditional right.

The Trustee, however:

• introduced evidence of the overall title plant value, but
• did not present any analysis of the value of Debtor’s contingent right as of the Master Agreement date.

This failure was key. The court analogizes to In re Teltronics, where a trustee proved the value of an entire patent portfolio the debtor never owned, but could not prove the value of the debtor’s actual right (a veto power over sale). Similarly, in In re White, a remote chance of receiving property meant the trustee failed to show a valuable interest had been transferred.

Result: Even if the title plant itself was very valuable, the Trustee failed to quantify Debtor’s contingent slice of that value. Without such evidence, he could not prove that what Debtor gave up (its contingent rights) was worth more than what it received.

4. Badges of Fraud Applied

The Trustee argued that several badges of fraud were present:

• transfer of substantially all assets (largely correct as to the Master Agreement),
• threat of suit / regulatory action (FL‑OIR threatening receivership),
• Debtor’s insolvency or near insolvency,
• concealment,
• insider transferee, and
• lack of reasonably equivalent value.

The Eleventh Circuit affirms the bankruptcy court’s findings that:

• Concealment – Rejected. Although the Master Agreement was initially submitted to FL‑OIR with trade secret designations, the final agreement was filed with fewer such protections and the deeds were publicly recorded. Regulatory review was extensive. This is inconsistent with a secret, concealed transfer.
• Insider transferee (OR Title) – Rejected. Citing General Trading and Florida Fund of Coral Gables, the court looks at:
  • closeness of relationship, and
  • whether the transaction was at arm’s length.
  While OR entities had long-standing business relationships with Debtor, there was:
  • separate ownership (Trust owned Debtor, OR Holding owned OR Title),
  • separate legal representation in negotiations, and
  • an independent board decision by Debtor after weighing alternative proposals (including SOBC’s offer).
• Receivership / threat of suit – Present, but cut both ways. FL‑OIR pressure pushed Debtor to find a solution. But seeking a lawful, regulator-approved alternative to receivership is not itself fraudulent.
• Insolvency and substantially all assets – Present. The Master Agreement did transfer substantially all remaining assets and Debtor was or became insolvent. Those badges contributed to the earlier prima facie concern, but were ultimately outweighed by contrary evidence.
• Reasonably equivalent value – Not proven lacking, as explained above.

5. Legitimate Business Purpose and FL‑OIR Approval

Following Stewart, the court stresses that badges of fraud do not compel a fraud finding when there is a credible, independent business justification. Here:

• Debtor was on the brink of regulatory receivership.
• FL‑OIR scrutinized and conditioned its approval on OR Title’s assumption of additional reinsurance liabilities.
• The resulting structure was expressly found by FL‑OIR to be in the best interest of policyholders.

The Eleventh Circuit gives substantial weight to this regulatory context. It treats FL‑OIR’s approval not as dispositive—courts still independently evaluate fraudulent transfer claims—but as powerful evidence of legitimate purpose:

“Although some facts could suggest the Debtor’s intentions were fraudulent, the documented benefits to policyholders were more likely the overriding purpose behind the transfers, outweighing any facts implying otherwise.”

This is a practical takeaway: where a highly regulated entity (especially an insurer) engages in a transaction extensively reviewed and modified by regulators, that process significantly undercuts inferences of fraudulent intent absent clear contrary evidence.

6. Crime-Fraud Exception vs. Final Merits

Earlier in the case, the bankruptcy court had granted a discovery order compelling Old Republic’s counsel to produce privileged communications under the crime-fraud exception after concluding that the Trustee had established a prima facie case of fraudulent intent. The Trustee argued on appeal that this was irreconcilable with the later finding that no fraud was proved.

The Eleventh Circuit rejects that argument. It emphasizes:

• Prima facie showing for crime-fraud is a discovery threshold, not a final determination.
• At trial (and on summary judgment), OR Defendants rebutted the earlier inference with substantial evidence of value and legitimate purpose.
• This is entirely consistent with Florida’s approach in Mejia v. Ruiz: badges of fraud create a presumption that can be rebutted.

The message: ordering production under the crime-fraud exception does not pre-commit the court to finding fraud on the merits once a full record is developed.

C. Successor Liability: De Facto Merger and Mere Continuation Under Florida Law

1. Legal Framework

Florida follows the traditional rule that a purchasing or successor corporation does not assume its predecessor’s liabilities unless one of four exceptions applies (Bernard v. Kee Mfg.):

1. Express or implied assumption of liability,
2. De facto merger,
3. Mere continuation, or
4. Fraudulent transaction intended to avoid liability.

The Trustee argued only de facto merger and mere continuation.

Under de facto merger doctrine (Amjad Munim v. Azar):

• There must be:
  1. continuity of enterprise (same management, personnel, assets, location),
  2. continuity of ownership,
  3. dissolution of the predecessor, and
  4. assumption of liabilities.
• The focus is whether, in substance, one company absorbed another without statutory formalities.

Under mere continuation (Bud Antle), the test is whether:

• the new corporation is the same company in a different guise – same owners, same directors/officers, same business – or whether the entities have each “run their own race” rather than passing the baton in a relay (Azar).

2. Application to Debtor and ATFS

The record was strong on operational continuity:

• Under the 2009 JV, 544 of Debtor’s 568 employees (including senior officers) became ATFS employees.
• ATFS and Debtor shared the same physical location (ATFS leased office space from Debtor).
• ATFS performed many of Debtor’s former support functions (title searches, title plant maintenance) although Debtor still administered legacy policies.

But the other required elements of successor liability were missing:

• Assets remained distinct: Although Debtor licensed “The Fund” name and gave ATFS a copy of the title plant, Debtor retained its own assets (reported at roughly $240 million three months after the JV). This is the opposite of a wholesale transfer or absorption.
• Ownership was not continuous:
  • The Trust wholly owned Debtor.
  • ATFS was co-owned by Debtor and OR Holding initially, then effectively controlled economically by OR Holding (after the 2011 amendment), then wholly divested from Debtor by OR Holding’s 2016 call-option exercise.
  • Any overlap (e.g., eventual transfer of governance-only shares to the Trust) did not give Debtor or the Trust economic control of ATFS.
• No dissolution of Debtor: Debtor continued to operate after the JV, continued administering policies, and only filed for bankruptcy in 2017 – long after the 2009 JV and 2011 Amended JV. It had not formally dissolved at the time of litigation (cf. Azar).
• Limited assumption of liabilities: ATFS assumed some obligations (e.g., subleases, certain facilities costs), but not Debtor’s core insurance liabilities or general operating debts. This limited assumption falls far short of a complete liability handoff.

The Trustee cited Murphy & King v. Blackjet for the idea that identical assets are not necessary to impose successor liability, only a significant overlap. The Eleventh Circuit distinguishes Murphy on the crucial fact that in that case the predecessor had essentially ceased operations and dissolved, whereas here Debtor retained vast assets and continued operating for years.

Result: ATFS is not Debtor’s successor under either de facto merger or mere continuation. The entities had common operations and personnel at one point but maintained distinct capital structures and liabilities; Debtor never disappeared, and ATFS never stepped into its shoes in a way that triggers Florida’s narrow successorship doctrines.

D. Alter Ego and Piercing the Corporate Veil

1. Legal Standards

Under Florida law, alter-ego and veil-piercing theories (treated as equivalent) are severe, equitable remedies. As summarized in Molinos Valle Del Cibao v. Lama and Patel, a plaintiff must prove:

1. Control / Domination – The shareholder so dominated the corporation that they are essentially the same entity.
2. Improper use – The corporate form was used for an improper purpose (fraud, evasion of existing obligations, unjust conduct).
3. Resulting injury – The improper use caused injury to the plaintiff/creditor.

Florida courts are especially reluctant to pierce the veil “absent proof of fraud or ulterior motive” (Homelands of DeLeon Springs). Mere failure to follow corporate formalities or commingling funds is not enough without proof of improper purpose (Robertson-Ceco, Hillsborough Holdings).

2. Application to OR Holding / OR Companies and ATFS

On control, the record arguably supported a finding that OR Holding dominated ATFS:

• OR Holding designated a majority of ATFS’s board of governors.
• ATFS’s CEO (also on the board) later became an OR Title employee, strengthening OR’s influence.
• After the Master Agreement, ATFS’s employees became OR Title employees, and ATFS leased from OR Title, showing operational integration.

The bankruptcy court acknowledged a genuine factual dispute on control but proceeded to the other two elements, where the Trustee’s case faltered:

• Improper use: The formation and operation of ATFS as a joint venture had an evident legitimate purpose: to provide title support services and maintain the title plant in connection with OR Title’s issuance of new policies. The Trustee pointed to:
  • shared bank accounts,
  • commingling of some funds,
  • overlapping personnel and operations.
  But he did not show these arrangements were designed or used to deceive creditors or divert assets improperly. Florida law requires that commingling etc. be undertaken “specifically for an improper purpose” to support veil piercing.
• Injury to Debtor’s creditors: Most of Debtor’s creditor claims arose from:
  • title policies issued before the 2009 JV,
  • closing protection letters, and
  • non-policy tort claims.
  Debtor continued administering those policies even after ATFS’s formation. The Trustee did not demonstrate how any alleged misuse of ATFS’s corporate form increased creditor losses or impaired recoveries beyond what the bankruptcy itself entailed.

Result: Even assuming arguendo that OR Holding “controlled” ATFS, the Trustee could not bridge the gap to wrongful conduct and causation of harm. Without that, Florida’s veil-piercing standard is not met.

E. Complex Concepts Simplified

The opinion involves several technical concepts; the following brief explanations may be useful:

• Fraudulent Transfer (Actual Fraud): A transaction in which a debtor transfers property not just for poor value, but with the actual intent to put assets out of creditors’ reach (to hinder, delay, or defraud). Intent is typically inferred from “badges of fraud.”
• Reasonably Equivalent Value: A standard used in both the Bankruptcy Code and FUFTA to evaluate whether what the debtor received in a transaction was close enough in economic value to what it gave up. It is a flexible, not mathematical test; some imprecision is tolerated if the overall exchange is fair.
• Title Plant: A private database of property records (deeds, liens, etc.) assembled and maintained by a title company to speed up title searches. It can be a highly valuable intangible asset, separate from the company itself.
• Contingent Interest: A right that only becomes valuable or enforceable if a future uncertain event occurs (e.g., “I get the asset if the company dissolves”). Contingent interests must be valued by discounting for the probability that the condition will ever be satisfied.
• Reinsurance: Insurance for insurers. Here, OR Title agreed to assume (“reinsure”) Debtor’s policy liabilities so that policyholders would be protected even if Debtor failed.
• De Facto Merger / Mere Continuation: Successor liability doctrines that treat a transaction as the equivalent of a statutory merger or a disguised continuation of the same company. Courts look for continuity of ownership, assets, and business, coupled with dissolution or effective disappearance of the predecessor.
• Alter Ego / Piercing the Corporate Veil: Doctrines allowing courts to disregard separate corporate identities where an owner so completely dominates a company, and uses that domination for improper purposes, that equity requires treating them as one to avoid injustice.
• Daubert and Rule 702: The framework for admitting expert testimony in federal court. Judges act as gatekeepers to ensure experts use reliable methods and that their testimony will help the factfinder.
• Ipse Dixit: Latin for “he himself said it.” In this context, it refers to expert opinions that rest solely on the expert’s unsupported say-so, without demonstrable methodological support or data linkage.

IV. Impact and Practical Implications

A. For Bankruptcy Trustees and Fraudulent Transfer Litigation

• Valuation burden is real and exacting: Trustees must present asset-specific and rights-specific valuations. It is not enough to:
  • value an entire enterprise when only discrete assets or contingent rights were transferred; or
  • assign a global inclusionary number while ignoring what the debtor actually owned at the transfer date.
• Contingent interests must be properly discounted: When a debtor has conditional or contingent substantive rights (e.g., to a title plant only upon dissolution), trustees must quantify the value of that contingent right, not the underlying asset in full.
• Regulatory context can be decisive: In highly regulated industries, a regulator’s detailed review and approval (especially with modifications demanded for policyholder protection) is strong evidence against fraudulent intent and supports the reasonableness of the transaction.

B. For Expert Witnesses and Valuation Practice

• Methodological discipline matters: Experts should:
  • tie their valuation techniques to recognized professional standards, texts, or treatises where possible;
  • disaggregate value across assets and rights rather than producing one undifferentiated figure;
  • ensure they are valuing the actual property interest held by the debtor on the transfer date.
• Bench trials are not a safe harbor: The fact that the judge is the factfinder does not loosen Rule 702. The Eleventh Circuit defers to trial judges who reassess expert reliability after hearing testimony and rebuttal evidence, even if they initially admitted the testimony.

C. For Insurers, Joint Ventures, and Corporate Structuring

• Well-documented joint ventures can withstand successor-liability attacks: When:
  • the predecessor retains substantial assets and operations,
  • ownership structures differ,
  • dissolution does not occur, and
  • the successor does not assume a broad swath of liabilities,
  Florida courts are unlikely to impose de facto merger or mere continuation liability.
• Regulated run-off and reinsurance transactions are relatively safe: When such arrangements:
  • are negotiated at arm’s length,
  • receive regulator approval after scrutiny, and
  • are demonstrably aimed at protecting policyholders,
  they will be difficult to characterize as fraudulent transfers, absent egregious evidence of self-dealing or concealed benefits.
• Veil piercing remains an extraordinary remedy in Florida: Shared officers, joint bank accounts, or loose corporate formalities will not on their own support alter-ego liability. Evidence must show that the structures were used to perpetrate fraud or avoid specific debts and actually harmed creditors.

D. For Litigation Strategy (Crime-Fraud, Discovery, and Proof)

• Crime-fraud orders are not merits rulings: Advocates should treat crime-fraud findings as:
  • important for discovery,
  • persuasive but not binding on ultimate liability.
  Expect courts and appellate panels to treat them as preliminary and subject to revision in light of a fully developed trial record.
• Badges of fraud are powerful but rebuttable: Plaintiffs should not over-rely on badges without solid valuation and intent evidence; defendants should be prepared to counter badges with:
  • business reasons,
  • third-party regulators’ involvement,
  • contemporaneous board minutes and independent advice.

V. Conclusion

The Eleventh Circuit’s decision in Stermer v. Old Republic National Title Insurance Company is, at its core, a reaffirmation of orthodox principles applied rigorously to a complex fact pattern:

• On expert evidence, it underscores the trial court’s broad discretion under Rule 702 and Daubert, including in bench trials and even after live testimony, to discount expert opinions that are methodologically unsupported or misaligned with the property interests at issue.
• On fraudulent transfer law, it reinforces:
  • the Trustee’s burden to prove both fraudulent intent and lack of reasonably equivalent value,
  • the nuanced handling of contingent interests, and
  • the significant exculpatory weight of regulatory approval and legitimate business purpose when badges of fraud are in tension with the broader context.
• On successor liability and alter ego, it confirms Florida’s continuing commitment to narrow, fraud-focused doctrines: continuity of operations and even control is not enough; plaintiffs must show continuity of ownership, dissolution or effective disappearance of the predecessor, substantial assumption of liabilities, and improper corporate purpose causing actual harm.

The opinion does not announce a novel rule so much as it crystallizes and applies existing doctrines in a way that will be frequently cited. Going forward, trustees, regulators, and transactional lawyers should assume that courts in the Eleventh Circuit will demand:

• precise, rights-specific valuation evidence,
• clear proof of improper intent beyond circumstantial badges, and
• strong evidence of continuity, control, and fraud before collapsing corporate forms or imposing successor liability.

In that sense, Stermer strengthens the predictability of outcomes in complex bankruptcy-related fraudulent transfer and corporate law disputes, particularly within Florida’s regulatory and corporate landscape.