Spence Johnson

Spence Johnson

Attorney Profile

Top Rated Business Litigation Attorney in Athens, GA

Johnson Marlowe LLP
 | 335B Oconee Street, Athens, GA 30601
Phone: 706-425-8740
Selected to Super Lawyers: 2014 - 2019
Selected to Rising Stars: 2009, 2011 - 2013
Licensed Since: 2002
Practice Areas:
  • Business Litigation (30%),
  • Construction Litigation: Business (30%),
  • Estate & Trust Litigation (20%),
  • Business/Corporate (20%)
Attorney Profile

A business attorney specializing in high-stakes matters, Spence brings his business education and experience to bear as he helps clients navigate rough seas. He currently represents businesses and their owners and officers in six, seven, and eight figure matters arising in venues throughout the Southeastern U.S. Spence represents successful firms at all phases of their life cycles, from startup, to capital infusions, to dissolution, to litigating their disputes in courtrooms and arbitrations. He helps the same companies manage relationships with their executives and employees, including hiring, firing, and defending employee claims.  

A recent practice focus has been construction litigation. Spence represents stakeholders at all levels of the construction process, from property owners down to material suppliers in complex disputes. He has litigated and resolved seven-figure delay damage claims on commercial projects with nine-figure construction budgets. He also has experience with contract drafting and negotiation on behalf of general and subcontractors.  

Spence has resolved problem commercial loans totaling tens of millions of dollars for clients ranging from developers to medical practices, finding non-bankruptcy solutions in nearly every case, both before and after litigation is filed. His results include defense and disposition of a defaulted loan of nearly $20 million. He successfully defended lender claims of alleged fraudulent transfers totaling over $7 million. He represents both lenders and borrowers in large loan workout and collection matters. 

Clients seek Spence's expertise when forming their businesses. His experience resolving business problems allows him to help owners see around corners, to anticipate potential problems, and to address them in their agreements with each other and third-parties. He drafts LLC operating agreements, partnership agreements, and C corporation formation documents for business interests ranging from real franchise restaurant developers to medical equipment companies.

When business relations between partners go south, he has helped multiple clients find improved terms of separation with seven-figure net benefits. He counsels small businesses with revenues ranging from $500,000 to $50 million in a wide range of commercial disputes, including sticky contract negotiations, customer disputes, and employee claims.      

Spence represents clients in estate and trust disputes. He has defended trustees facing seven-figure fiduciary claims. He has helped one client undo a wrongful award of year's support of over $300,000, reversing an erroneous trial court order at the Georgia Court of Appeals. In another case, he protected a six-figure bequest in a will against a challenge to the will, all the way through the Georgia Supreme Court. Spence serves as the trustee of family trusts for high net worth individuals. 

It's hard to think like a businessman if you've never had to run a business. Spence's experience starting and running small businesses informs his representation of commercial clients. He helped capitalize, and sits on the board of, the Creature Comforts Brewing Company, a fast-growing microbrewery housed in an award-winning rehabilitated historic building in downtown Athens. As of 2017, Creature Comforts is rehabilitating a former textile manufacturing plant to serve as an in-town production facility. From 2007 through 2010, he was an investor in and sat on the Board of Managers of the Terrapin Beer Company, a regional micro brewery headquartered in Athens. During his tenure on that board, Terrapin opened a 48,000 square foot manufacturing facility in Athens, expanded its geographic footprint beyond the southeast, and increased sales at an industry-leading rate. He also owns and runs real estate ventures in the Athens area and manages a family timber farm in Terrell County, Georgia. 

Spence is proud to call the Five Points neighborhood in Athens, Georgia his home. An active member of the community, he attends the First United Methodist Church in Athens, where he serves as an usher. In August of 2017, he will begin a term on the Board of Trustees for Athens Academny. He has been an amateur newspaper columnist on a wide range of issues and publishes his own music blog in his spare time. He loves the outdoors, including self-punishment on his bicycle and more relaxing rounds of golf.

 

White Papers

  • Co-Ownership of Property and Partition (2013) - This article examines frequently encountered issues arising from join tenancies and tenancies in common and discusses partition as a remedy for disputes between co-owners.  

  • The Importance of Uninsured Motorist Coverage for Georgia Drivers (2013) - This article provides non-lawyers with practical advice regarding the function and importance of uninsured/underinsured motorist coverage in Georgia, including recent updates in Georgia's UM/UIM statute.  

  • Deeds in Lieu of Foreclosure (2013) - This paper raises for parties considering a deed in lieu as a solution for a commercial loan default.  

  • Personal Guaranties: Financial Land Mines (2012) - This paper explains business considerations and risks of commercial parties in executing personal guarantees of corporate debt. 

  • The Importance of the LLC Operating Agreement (2012) - This paper examines considerations of commercial parties going into business together in the LLC setting.  

  • About Spence Johnson

    Admitted: 2002, Georgia

    Professional Webpage: www.johnsonmarlowe.com

    Honors/Awards:

    • Named up-and-coming young Georgia attorney under the age of 40. , On The Rise, American Lawyer Media / Fulton County Daily Report, 2013
    • Top 40 Under 40, National Trial Lawyers Association , 2012
    • Peer Review Rating of AV® Preeminent, Martindale-Hubbell, 2010
    • Mentor - Transition Into Law Program, State Bar of Georgia, 2009

    Bar/Professional Activity:

    • Board of Managers, Creature Comforts Beer Company. Part of investor group that started local microbrewery in a repurposed industrial building in downtown Athens, Georgia. , 2014
    • Board of Directors, Western Circuit Bar Association, 2014
    • Chattahoochee American Inn of Court - President, 2013
    • Chattahoochee American Inn of Court - Vice President , 2010
    • Western Circuit Bar Association, 2007
    • Gainesville-Northeastern Circuit Bar Association, 2002
    • District 10 Vice President, Georgia Trial Lawyers Association 2009-11 (re-nominated for District 9 in 2011)
    • Georgia State Bar, Younger Lawyers Division, Litigation Committee

    Pro bono/Community Service:

    • Board of Trustees, Athens Academy , 2017
    • Athens First United Methodist Church - Church Council, 2012
    • Athens Twilight Foundation, Board of Trustees - Board of 501(c)(3) non-profit that hosts the annual Twilight Criterium bicycle race in Athens, GA and raises funds to promote health and fitness initiatives in northeast Georgia.  , 2010
    • Co-Sponsor of Athens-Clarke County Peoples' Law School, a free series of informative sessions designed to make citizens aware of basic legal issues and obligations that face them in their everyday lives., 2010

    Scholarly Lectures/Writings:

    • Presented on planning and executing defense of complex contract claims in unfavorable liability settings, including procedural, ethical, and professionaism concerns.   , Presenter, The Uphill Slog (Litigating on the Short End of the Contractual Stick), ICLE Georgia, 2014
    • Presenter on topic of Borrower Representation: Hot Strategies, Options, Litigation Solutions and Ethical Concerns, Presenter, Real Property Foreclosure seminar, ICLE Georgia, Borrower Representation, Commercial Loan Workouts, 2013
    • Presented on debtor/creditor issues for citizens at free-of-charge series of seminars on everyday legal issues facing the general public.  , Presenter , Athens-Clarke People's Law School, 2012
    • Orr Brown Johnson LLP partner Spence Johnson gave a well-received presentation, entitled “Settlement Agreements and Keeping the Deal,” on November 18, 2011 at the General Practice for New Lawyers CLE seminar. The seminar was sponsored by the State Bar of Georgia’s General Practice and Trial Law section and held at the State Bar’s headquarters in Atlanta, Georgia. The presentation covered a broad range of topics encountered by practitioners in drafting and negotiating settlement agreements, including indemnification and confidentiality provisions in personal injury and employment matters, Older Workers Benefit Protection Act and Fair Labor Standards Act compliance, and income tax implications., Presenter, Settlement Agreements and Keeping the Deal, State Bar of Georgia, General Practice and Trial Law Section , 2012
    • Gave commentary and perspective on lender liability issues as panelist at Boardroom Challenges seminar co-sponsored by the Community Bankers of Georgia and Glass Ratner Investment Advisory & Captial. The seminar was attended by high level banking executives., Panelist, Boardroom Challenges Seminar, Community Banker's Association Of Georgia, 2011
    • Moderated a prosecution/defense panel discussion on criminal law issues.  , Moderator, Athens-Clarke Peoples Law School , 2010
    • Presented on employment law issues for citizens at free-of-charge series of seminars on everyday legal issues facing the general public.   , Presenter, Athens-Clarke Peoples Law School - employment law presenter , 2010
    • Presenter, Social Networking and its Effect on the Litigaton Process, Chattahoochee Inn Of Court, 2010
    • Presenter, The Art of the Engagement Letter and Closing Letter, Annual Convention, State Bar Of Georgia, 2007

    Verdicts/Settlements:

    • UFTA litigation - Appellate reversal of trial court order allowing a fraudulent transfer claim to proceed against client. , 2017
    • Trust dispute resolution. Settled decade-old trust dispute as the third lawyer to represent client after prevailing on summary judgment enforcing client's interpretation of trust instrument.  , 2017
    • Construction Delay Claim. Resolution of seven-figure construction delay claim on behalf of general contractor. , 2017
    • Lender Liability Settlement - Confidential settlement of lender liability claims against regional bank. , 2015
    • Real Estate PSA Workout - Negotiated and resolved complex dispute arising under purchase agreements for complex real estate assemblage for commercial development. , 2014
    • $9,500,000 Commercial Loan Workout - after extended negotiation, closed resolution of of large commercial loan in default, inclding short sale of distressed asset and secured deficiency note.  , 2014
    • $18,000,000 defense of commercial loan lawsuit. National lender sued client on development loan in default with balance due of over $18 million. Successful defense and dismissal of $2 million plus attorneys' fees claim. After a year plus of litigation, negotiated a short-sale collateral disposition with a secured deficiency note that recognized eight figure net debt reduction to client.  , 2012
    • $3,000,000 premises liability settlement. Claim involving permanent brain injury to toddler caused by a falling television at a motel.  , 2012
    • High-Stakes Partnership Breakup – Seven Figure Net Benefit to Client.  Used hard but fair tactics to get our client out of a highly profitable but dysfunctional partnership by leveraging a history of his partners’ under-performance and taking advantage of opportunities presented by the partnership agreement. Guided client through withdrawal from the partnership while retaining the lion’s share of the company’s revenues. Forced the remaining partners to cash out his capital account with a mid-six-figure payment. With help from an expert accountant, structured the buyout in a way that netted the client a six-figure tax benefit., 2012
    • $1,000,000 settlement arising out of automobile collision in a very conservative North Georgia venue. Achieved this million-dollar settlement less than one year after filing the complaint on its client’s behalf. Shortly after being retained in this case, the at-fault driver’s insurer claimed that only $100,000 in insurance applied to the collision and offered that amount in settlement. OBJ discovered an additional $1,000,000 in coverage, and the lawsuit ultimately settled for that amount. (January 2011), 2011
    • $7,000,000 defense of lawsuit alleging fraudulent transfers. A large regional lender sued client for over $7,000,000 on defaulted commercial loans. The lender also claimed that the client fraudulently transferred property in violation of the Uniform Fraudulent Transfers Act. The case ws vigorously defended the claims for nearly two years, gathering hundreds of pages of documents in discovery and deposing corporate representatives from the bank to test the bank’s claims. After a protracted and vigorous defense, the case was resolved at mediation on very favorable terms., 2009
    • $9,000,000 commercial loan lawsuit defense. A large national lender sued client for a judgment of over $9 million on several commercial loans. After a thorough and detailed investigation, OBJ asserted a successful counterclaim that the lender breached the implied covenant of good faith and fair dealing in making one of the loans at issue. The case was pending for over two years, with OBJ defeating the bank’s efforts to have the court dismiss the client’s defenses and give the bank a final judgment. With a jury trial on looming on the issue of whether the bank breached the implied covenant of good faith and fair dealing, OBJ’s clients were able to settle with the bank on very favorable terms after a long an difficult negotiation., 2009
    • $512,741.00 jury trial verdict in fraud/conspiracy case. Gastroentorology Associates of Gainesville, PC v. Ray; Superior Court of Hall County, Georgia. This case involved allegations that the defendant husband had conspired with his defendant wife to embezzle and convert over $500,000 from the plaintiff medical practices over a 10 year period. There was an additional allegation that one defendant had fraudulently transferred property to his son to avoid the plaintiffs' claims. Orr Brown Johnson LLP obtained a full victory for the plaintiffs, including a verdict in the full amount that the jury was asked to return ($512,741) and a set aside of the alleged fraudulent transfers. Among the evidence presented at trial was complex expert statistical testimony from a PhD mathemetician pertaining to the defendants' lottery winnings and probable amounts spent to obtain those winnings. Among the defense attorneys was a former Attorney General of the State of Georgia and the former District Attorney for one of the largest counties in Georgia. A news story on this verdict can be viewed at: http://www.gainesvilletimes.com/news/archive/26248/, 2009

    Transactions:

    • Special Master - Court-appointed as special master in business divorce action.   , 2017
    • Commercial restaurant lease negotiation - Represented restaurant in negotiation of Class A commercial shopping center lease. , 2016
    • Franchisee representation - Represented franchisee in negotiation of protected-area franchise agreement.  , 2016
    • Commercial office lease negotiation - Negotiated 6,200 sq ft Class A office lease on behalf of tenant with full build-out , 2016
    • Conservation Easement - Represented owner in conservation easement transaction. , 2016
    • Eight-Figure Real Estate Transaction - represented buyer in large real estate purchase transaction , 2014
    • Corporate Restructure - Oversaw restructure of suite of family-held businesses with seven-figure annual profits.  , 2014
    • $4,500,000 Commercial Loan Workout - after protracted litigation, negotiated and documented a short-sale deed in lieu settlement package against regional lender on a defaulted residential development loan.  , 2013
    • Village Park Office I, LLC v. FDIC - defeated Motion to Dismiss and Motion for Summary Judgment filed by FDIC as receiver for failed bank in case involving untimely repudiation of a commercial lease following bank failure. U.S. District Court, Middle District of Georgia, Case No. 3:11-CV-182 (CDL).     , 2013
    • Commercial Loan Workout. Negotiated and implemented settlement on behalf of borrower of commercial loan in default with total outstanding balance in excess of $19 million. , 2012
    • $700,000 Commercial Loan Workout. Frim’s client was in default on indebtedness of over $700,000, with that debt being tied to the client’s home through an alleged “dragnet” provision. The client had substantial equity in the home, which was in danger of being lost through a “cross default” and foreclosure. Firm was able to locate and leverage language in the loan documents to defeat the “dragnet” provision. The client was then allowed to refinance the house and avoid foreclosure. The remaining indebtedness, which was badly “underwater” due to depressed collateral value, was subsequently settled by a deed in lieu of foreclosure and a single cash payment that was a small fraction of the total debt. (June 2011), 2011
    • $2,700,000 Commercial Loan Arbitration. An arbitration proceeding was brought by a regional lender against firm’s clients to enforce a real estate development debt of approximately $2.7 million. The loan was badly “underwater” due to depressed real estate values. The bank also sued one of firm’s client in state court alleging fraudulent transfers of property to avoid the same debt. Firm was able to move the entire matter to a mediation, where an innovative settlement structure was utilized that released the clients from the debt for a payment that was a small fraction of the debt while retaining their rights in the collateral with an incentive to maximize the sales price of the collateral., 2011
    • $4,800,000 Commercial Loan Workout. Client was “on the hook” for a loan with a balance due of over $4.8 million and that balance was growing quickly because of a draconian interest rate. The loan had been sold from one lender to another, and the lenders had competing claims in litigation. Firm worked aggressively to sort through the claims of competing lenders. Once the proper lender was determined, firm negotiated a highly beneficial resolution package in which the client was released from liability for consideration of less than half the loan balance., 2010
    • LLC Asset Purchase, $2,000,000. Client was attempting to purchase a medical supply company owned by a competitor. The client had received documentation that was inconsistent with the terms the parties had reached. OBJ was able to bring the deal back to its original terms and do so in a manner that preserved favorable tax treatment and compliance with a complex thicket of federal regulations., 2010

    Educational Background:

    • MBA, J. Mack Robinson College of Business, Georgia State University, 2002
    • JD, Georgia State University College of Law, 2002
    • BBA, International Business, Terry College of Business, University of Georgia, 1998

    Industry Groups

    • Banking
    • Business Divorces
    • Commercial Loan Workouts
    • Construction
    • Corporate Formations
    • Corporate Restructues
    • Employment Agreement Disputes
    • LLC's
    • Operating Agreements
    • Partnership Break-ups
    • Real Estate Contracts
    Office Location for Spence Johnson

    335B Oconee Street
    Athens, GA 30601

     

    Spence Johnson:

    Last Updated: 11/9/2017

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