Spence Johnson specializes in high-stakes commercial matters. Bringing his business education and experience to bear as he helps his clients navigate rough seas, he currently represents clients in six, seven, and eight figure commercial disputes in venues throughout the Southeast and beyond. He has resolved commercial loans in default totaling tens of millions of dollars for clients ranging from residential and commercial developers to medical practices, finding non-bankruptcy solutions in nearly every case both before and after litigation is filed. His results include fending off a national bank holding a judgment of nearly $20 million against his client and successful defense of a case in which a regional lender alleged fraudulent transfers totaling over $7 million.
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 and transactions, including sticky contract negotiations, heated customer disputes, and dicey employee separations.
The courtroom is not the only place where Spence represents businesses. His experience unwinding messes gives him a unique view on how to avoid them in the first place. Whether it's helping companies terminate executives threatening lawsuits, or making sure a business owner avoids hidden traps in the documents when he sells his business, Spence brings his litigation experience to bear in helping businesses through a wide variety of transactions. He has helped clients form dozens of companies from the simplest single-member LLC to complicated entities with geographically dispersed members and multiple classes of stock.
Not all of Spence's clients are businesses. Some of them come to him having suffered severe physical and economic injuries because of a third-party's bad acts or negligence. In cases ranging from auto and trucking collisions to hazardous premises conditions to defamation and invasions of privacy, he has obtained five, six, and seven figure results for his clients repeatedly throughout his career. In the last three years, his client recoveries include a $3,000,000 settlement against a hotel for a dangerous condition that caused catastrophic injury to a child and a $1,000,000 settlement in a catastrophic auto collision.
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. As a private investor in closely-held businesses, Spence has an informed view of the everyday issues that owners trying to capitalize and build their businesses face. In addition to starting Johnson Marlowe LLP, Spence is part of an investor group that has taken the Creature Comforts Brewing Company from an idea, to a fully-functioning micro brewery operating in a repurposed historic building in downtown Athens. He sits on Creature Comforts's board of directors. From 2007 through 2010, he was an investor in and sat on the board 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 and sits on the Church Council. 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.
Verdicts and Settlements:
- $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. Spence achieved this million-dollar settlement less than one year after filing the complaint on its client’s behalf. Shortly after he was 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. Spence discovered an additional $1,000,000 in coverage, and the lawsuit ultimately settled for that amount. (2011)
- $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. Spence 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 were former Attorney General 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)
- Successful defense of $7,000,000 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 was 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)
- Successful defense of $9,000,000 commercial loan lawsuit. A large national lender sued client for a judgment of over $9 million on several commercial loans. After a thorough and detailed investigation, Spence 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 Spence 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, Spence’s clients were able to settle with the bank on very favorable terms after a long an difficult negotiation. (2009)
- 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)
- Commercial loan workout, total package in excess of $700,000. 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. (2011)
- Commercial loan arbitration workout, $2,700,000 loan. 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)
- 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. Spence 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)
- Commercial loan arbitration workout, $2,700,000 loan. 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. (2010)
- Commercial loan workout, $4,800,000 loan. 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)
- State Bar of Georgia (2002)
- Western Circuit Bar Association (2007-present)
- Gainesville-Northeastern Circuit Bar Association (2002-present)
- Board of Directors, Western Circuit Bar Association (2012-13)
- E. Wycliffe Orr, Sr. American Inn of Court - President (2011-13)
- E. Wycliffe Orr, Sr. American Inn of Court - Vice President (2010)
- District Vice President, Georgia Trial Lawyers Association (2009-12)
- Georgia State Bar, Younger Lawyers Division, Litigation Committee (2005-09)