403 F.3d at 53-54 (emphasis added) (citation omitted). Accordingly, the Defendants would have to establish their “good faith” to benefit from the NYDCL § 278(1) affirmative defense. The Second Circuit recognized that the question of “good faith” under the NYDCL is “an elusive concept.” Sharp, 403 F.3d at 53 (“Good faith is an elusive concept in New York’s constructive fraud statute. It is hard to locate that concept in a statute in which ‘the issue of intent is irrelevant.’ ”) (citation omitted). Collier has recognized that “[t]he unpredictable circumstances in which courts may find its presence or absence render any definition of ‘good faith’ inadequate, if not unwise.” 5 COLLIER ON BANKRUPTCY ¶ 548.09[2][b] at 548-96 (16th ed. rev. 2011); see also Boston Trading, 835 F.2d at 1512 (<HOLDING>). The “good faith” element of “fair
recognizing that courts and commentators have had difficulty determining the meaning of good faith in the definition of fair consideration  holding that a sale must be both fair and reasonable in price and made in good faith holding that the duty of good faith and fair dealing is a contractual duty holding that the transaction must be fair and equitable and in good faith recognizing that evidence of breach of implied covenant of good faith and fair dealing may support punitive damages