SECURITIES AND EXCHANGE COMMISSION Washington, D.C. Litigation Release No. 14914 / May 21, 1996 SEC v. THE BETTER LIFE CLUB OF AMERICA, INC., AND ROBERT N. TAYLOR, United States District Court for the District of Columbia, Civ. No. 96-149 (TFH). On May 16, 1996, Judge Thomas F. Hogan granted the Commission's motion to hold defendant Robert N. Taylor's Baltimore-based accountant, Wilkins McNair, Jr., CPA, P.C., in civil contempt and ordered McNair to pay $380,455 to the court- appointed special administrator pending a final resolution of the Commission's underlying action against Taylor and the Better Life Club. These funds represent "retainer" and other payments that McNair received from Taylor during the spring and summer of 1995, but had not earned as of September 1, 1995, the date the court entered an order freezing Taylor's and the Better Life Club's assets. See SEC Lit. Rel. No. 14624 (Sept. 5, 1995). The monies to be repaid by McNair will be added to the approximately $2.7 million being held by the special administrator to compensate investor losses in the event that the Commission prevails in its action. In a written decision, Judge Hogan found that during the summer of 1995, a period during which Taylor paid McNair $450,000 in fees and retainers, McNair was "aware of the SEC's investigation and the potential for an asset freeze." Although some of McNair's retainer agreements specified that the payments were "nonrefundable," the court invalidated those provisions as against public policy, finding that they "were designed, at least in part, to shield some of Taylor's assets from potential seizure by the SEC." Judge Hogan said that these provisions "limit[] the SEC's ability to make investors whole if the illegal Ponzi scheme nature of Taylor's operation is established." As an alternative basis for ordering McNair to return the unearned fees, the court held that McNair was not a "bona fide purchaser for value" of the funds, since his mere promise to perform future services did not constitute "value" given in exchange for the funds. Finally, Judge Hogan ruled that if McNair wishes to assert that he is financially unable to repay the $380,455, he shall submit a detailed affidavit by May 30, 1996, explaining his inability to pay, and the court will thereafter hold an evidentiary hearing to consider the appropriate course of action.