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IV
Our legal analysis is supported by common sense. It is
hard to fathom that Net Pays clients intended anything other
than to transfer only bare legal title to Net Pay with respect
to the funds meant for payment to the IRS. Galford v.
Burkhouse, 478 A.2d 1328, 1334 (Pa. Super. Ct. 1984). Of
course, [w]hether the money is held in trust must be
determined . . . not merely by reliance on common sense, but
also by application of traditional legal doctrines. In re Penn
Cent. Transp. Co., 486 F.2d 519, 524 (3d Cir. 1973). Here, as
we have explained, those legal doctrines cohere with common
sense.
Net Pay is not entitled to recoup the money it
transferred to the IRS on behalf of its clients. Four of its
transfers may not be challenged as preferences because they
did not meet the statutory threshold of 11 U.S.C. 547(c)(9),
and the Altus payment may not be avoided because Net Pay
lacked an equitable interest in the property by operation of 26
U.S.C. 7501(a). For these reasons, we will affirm the
judgment of the District Court.