A pass through arrangement under which one party submits invoices in its own name to a third party and remits the balance to the service provider after deducting a fee does not, without more, create a trust over the monies received. The absence of any obligation to keep funds separate, the absence of a separate account, and the mixing of funds with the recipient's general funds are strong indicators of a debtor-creditor rather than trustee-beneficiary relationship. Subsequent oral assertions of trust terms that are inconsistent with contemporaneous documentary evidence will not be accepted.
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