Commercial Litigation

Johnson Marlowe LLP has a robust business and commercial litigation practice. Part of our firm’s successful track record in commercial cases is likely attributable to the educational and practical business experiences of our lawyers. Spence Johnson has a Masters Degree in Business Administration and has served as a director of multiple small businesses. Dustin Marlowe has extensive hands-on experience in and familiarity with the restaurant industry through a family-owned business in Jefferson, Georgia. We understand and appreciate the seemingly constant stream of potential problems faced by small-to-medium-sized business owners.

Below are real results in real cases won for clients of Johnson Marlowe LLP. Please understand that each case is unique, and since we cannot guarantee you a particular result in your case, these results are only illustrative.

$512,741.00 Jury Trial Verdict

We represented a local medical practice in a jury trial against the practice’s former office manager and her husband. The office manager had admitted to stealing more than $500,000 from the practice, but her husband had denied any involvement. We brought suit against him as a conspirator in the fraud and conversion. Utilizing lottery records, gambling records, and complex statistical testimony regarding the husband’s lottery winnings, we obtained a complete victory for our client. The Hall County jury found the office manager’s husband liable for the theft (along with his wife), returned a verdict of 100% of the amount sought by the practice, and set aside a fraudulent transfer of land from the husband to his son.

Dismissal of Lawsuit on Corporate Debt

We obtained summary judgment on behalf of our client, a former president of a construction company, against a company who had provided supplies to the company. The supplier alleged in the lawsuit that our client had personally guaranteed the company’s debt, and during the lawsuit, the supplier produced a personal guaranty agreement signed by the client. We contended, however, that the personal guaranty could not be enforced under Georgia law. The judge of the State Court of Jackson County agreed with our argument and granted judgment in favor of our client, completely denying the supplier’s request for payment.

Dismissal of Lawsuit Seeking Recovery on $150,000 Personal Guaranty
Defense of $100,000 Guar­anty

A large national lender sued our client in an effort to enforce a personal guaranty signed years earlier. We moved aggressively and determined that the guarantee violated the Equal Credit Opportunities Act. After that defense was asserted, the lender dismissed the claim. Our client was saved from a judgment of $150,000. The remaining claims on a separate personal guaranty of a $100,000 were subsequently settled for a fraction of the amount of the debt, and the lawsuit against our client was dismissed.

Recovery of Real Estate Commissions

Recovered commissions on multi-million dollar commercial real estate sale after the owner refused to pay its brokers under listing agreement. JM forced court escrow of commissions and then recovered them for brokers.

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Partnership Break-Ups & Other Issues

The lawyers at Johnson Marlowe LLP have successfully helped clients work through partnership divorces and other complex issues involved with co-owning a commercial enterprise.

What you’ll see below are real results in real cases won by clients of Johnson Marlowe LLP. Please understand that each case is unique. Because we cannot guarantee you a particular result in your case, these results are only illustrative.

Client Takes Lion’s Share of Revenues, Mid-Six-Figure Payment, and Six-Figure Tax Benefit

We 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. Under our guidance, the client withdrew from the partnership and took the lion’s share of the company’s revenues with him. Once he did, we forced the remaining partners to cash out his capital account with a mid-six-figure payment. With help from an expert accountant, we structured the buyout in a way that netted the client a six-figure tax benefit.

Released Client from $500K+ Guarantees on Debt and Avoided Litigation

One partner in a medical supply business hired us to help him resolve a serious dispute with his partner. The dispute involved at least four corporate entities and an international operation. Each partner accused the other of mismanagement, and negotiations were at a total stalemate when we got involved. We quickly worked with the opposing attorney to steer the dispute away from litigation and framed the settlement discussion around a totally new concept that served the needs of all parties. Within five months, we successfully extracted our client from the situation and, in the process, obtained the client’s release from over $500,000 in personal guarantees on corporate debt.

Seven-Figure Net Benefit to Client and Prevention of Customer Poaching

A 50% owner of a highly success­ful transport provider retained us in connection with an ongoing dispute with his business partner. After careful research and analysis of the business’s governance structure, we counseled our client that the business partner could be terminated as an employee, which termination saved the business thousands of dollars a week. When the partner then started a competing business and attempted to take the client’s customers, we responded aggressively, preparing a lawsuit for damages and for an injunction under the Georgia Deceptive Trade Practices Act. We eventually obtained a settlement of all disputes between the client and his business partner that resulted in an approximately seven-figure net benefit to the client.

LLC Asset Purchase of $2,000,000 with Favorable Terms & Tax Treatment

Our 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. We were 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.

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Commercial Loan Litigation and Workouts

The lawyers at Johnson Marlowe LLP have successfully resolved millions of dollars worth of defaulted, personally guaranteed commercial loans. Our work includes pre-litigation workouts and negotiation and defense of lawsuits on promissory notes and guarantees. While every case is different, we've repeatedly been able to help our clients avoid threatened litigation and to resolve litigation that has been filed without the necessity of a bankruptcy filing.

What you’ll see below are real results in real cases won by clients of Johnson Marlowe LLP. Please understand that each case is unique. Because we cannot guarantee you a particular result in your case, these results are only illustrative.

$20 Million Judgement Workout Structure

After protracted litigation, our clients faced collection on a judgment of almost $20 million in favor of a large national lender. We worked with our clients and the lender to develop a creative workout structure that combined a cash payment with a secured settlement note and a deed in lieu of foreclosure.

$9 Million in Commercial Loans Settled

A large national lender sued our clients for a judgment of over $9 million on several commercial loans. After a thorough and detailed investigation, we 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, during which we defeated the bank’s efforts to have the court dismiss the client’s defenses and give the bank a final judgment. With a jury trial looming on the issue of whether the bank breached the implied covenant of good faith and fair dealing, our clients were able to settle with the bank on very favorable terms after a long and difficult negotiation.

$9.2 Million Commercial Loan Resolved

After a forbearance agreement failed to resolve a commercial loan, we negotiated with a national lender and found a deal that included a deed in lieu of foreclosure coupled with a structured deficiency note that gave our client time to resolve the remaining debt on favorable terms with incentives for early payment.

$5.2 Million Multi-Family Loan Favorably Renegotiated

A large group of high net worth guarantors were dealing with a default on a multi-family loan after their original lender failed. After difficult negotiation, we were able to get a deed in lieu of foreclosure in place with the lender coupled with a small and satisfactory deficiency payment relative to the amount owed.

$4.5 Million Loan Favorably Renegotiated

A regional lender sued our clients for over $4 million after the bank refused to renew the loan despite the client making all payments. During 18 months of hard-fought litigation, we worked with the clients to find a buyer for the asset. Once a buyer was found, we negotiated a deed in lieu of foreclosure with the bank coupled with a deficiency payment that was a small fraction of the amount owed under the loans.

$7 Million Loan Default Settled

A large regional lender sued our client for over $7 million on defaulted commercial loans. The lender also claimed that the client fraudulently transferred property in violation of the Uniform Fraudulent Transfers Act. We 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 defense, we moved the matter to a mediation at which the client was able to settle the lender’s claims on very favorable terms.

$2.7 Million Loan on Failed Real Estate Development Resolved

A community bank sued our clients for almost $2 million on a failed real estate development. We moved quickly to demonstrate our clients’ lack of ability to satisfy the loan and, after careful negotiations with the lender, resolved the loan at less than one-tenth of the total debt. The lawsuit was dismissed, and the terms negotiated gave our clients time to pay the settlement while managing cash flows.

$2.2 Million Condominium Loan Default Renegotiated and Reduced

Our client faced loans in default on a condominium development totaling over $2 million. Avoiding litigation, we negotiated a deed in lieu settlement package with a bank working under a FDIC loss share agreement that got our client out from under the debt for the collateral plus a discounted deficiency payment.

$4.8 Million Loan Reduced by 50%

Our 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. We worked aggressively to sort through the claims of competing lenders. Once the proper lender was determined, we negotiated a highly beneficial resolution package in which the client was released from liability for consideration of less than half the loan balance.

$1.2 Million Business Line of Credit Resolved and Bankruptcy Avoided

After nearly two years of litigation following default on a business line of credit, we negotiated a post-judgment settlement structure that coupled a small cash payment with a secured sell-off feature that gave our client time to liquidate assets to satisfy the debt and avoid bankruptcy.

$1.1 Million Speculative Investment Loan Resolved

Our clients purchased raw land in the mountains as a speculative investment. After the market collapsed, the loan went into default. After almost two years of litigation, we negotiated a post-judgment friendly foreclosure for the LLC and different settlement structures for the individual guarantors depending on their relative cash positions.

$700,000 Debt with “Dragnet Clause” Reduced

Our client was in default on in­debtedness of over $700,000, with that debt being tied to the client’s home through a “dragnet” clause. The client had substantial equity in the home, which was in danger of being lost. We were able to find and leverage language in the loan documents to defeat the “dragnet” clause. The client was then allowed to refinance the house and avoid foreclosure. The remaining indebtedness, which was under water 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.

$2.6 Million Aviation Loan Extended and Modified

We negotiated and documented extension and modification of a loan on a jet aircraft in excess of $2.5 million.

$2 Million in Attorney Fees Avoided

In a case involving a $12,000,000 loan in default, a large national lender filed suit against our clients seeking recovery of approximately $2,000,000 in attorneys’ fees under the terms of the loan documents. We dug deep into not only the loan documents the lender filed, but also into other documents regarding the same loan that the bank had not placed before the Court. Seizing on a limitation in the documents, we obtained a dismissal of the attorneys’ fees claim.

$2.8 Million Medical Office Loan Default Resolved

In a case involving a default on a commercial loan on a medical office building, our client faced a total liability approaching $2.8 million, including attorneys’ fees. While the lender could have sued our client for the entire balance, we were able to negotiate a friendly foreclosure of a depressed piece of collateral. As part of the package, the client was released from a deficiency of between $400,000 and $800,000 for a fractional payment financed on favorable terms over a number of years.

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Business Transactions

Johnson Marlowe LLP in Athens, Georgia has successfully represented clients in a number of complicated and sensitive business transactions throughout the Southeast. If you are facing a complex business transaction, contact us to learn more about our transactions practice.

What you’ll see below are real results in real cases won by clients of Johnson Marlowe LLP. Please understand, though, that every case is unique. Because we cannot guarantee you a particular result in your case, these results are only illustrative.

Restructure of Family-Owned Businesses

The owners of a highly profitable suite of family-owned LLCs came to us with a management deadlock and a need to restructure their business terms. We worked tirelessly with the family members to develop a workable set of revised arrangements that would allow the businesses to carry on so that their multi-million dollar value would be maximized. Along the way, as issues arose, we helped our clients work through them and develop needed modifications.

Capital Raise for Consumer-Product Manufacturer

After a local group of investors connected with a pre-revenue production company in need of capital, we helped the investors formulate and negotiate a high six-figure investment that brought a new production facility and a host of jobs to the local market. A preferred return equity investment with a convertible debt component was designed to fit the unique needs of the deal.

Formation of Financial Services Firm

We formed and organized a new limited liability company for a financial advisor. After working with our client to craft business terms to govern his arrangement with his new partners, we drafted and helped our client implement an operating agreement, buy-sell agreement, and accompanying non-compete/non-solicit covenants for the new business.

Purchase and Sale of Family-Owned Construction Business

We helped our client purchase a family-owned business in an owner-financed transaction. Several complicated deal structures were proposed by the seller, and JM helped the client land on the right one, focusing on simplicity and ease of implementation.

Medical Practice Exit

We represented a prominent physician in negotiating an exit from an established medical practice. As part of the resolution, we had to help the client balance competing concerns flowing from real estate owned by the practice, identify the future financial prospects of the practice after his exit, and develop a solution that addressed the client's personal needs.

New Partner Entry in Commercial Construction Business

A young owner of an on-the-rise commercial construction contracting business wanted to bring in a new partner to add know-how and experience. We were hired to work develop a business structure that addressed the unique needs of each of the soon-to-be partner relative to his age and to document the terms with a new operating agreement for the company.

Acquisition of Medical Office Building

We represented our client in negotiation of a prime-LP joint venture agreement with sponsor promotes and subsequent acquisition of a multi-unit medical office complex.

Commercial Real Estate Acquisition

We represented a buyer in the $4,250,000 cash acquisition of an entertainment venue, including drafting and negotiation of all purchase documentation and coordination of a complex due diligence process.

Lender Representation for Customized $5 Million Line of Credit Facility

The private lender facility was for the acquisition of development parcels prior to execution of a contemplated joint venture agreement for development of the parcels involving lender’s affiliate. Representation involved lender title insurance, collateral interests in borrower personal property, and assignment of borrower contracts to bring them within the collateral pool.

Solar Energy Procurement Agreement

We represented a manufacturing company in a rented production facility in the negotiation of a lease for an industrial-scale solar power facility installed on the roof of the facility. Representation included negotiations with the solar energy provider and client landlord to sync existing building leases with new solar leases.

9,000 Square Foot Office Space Purchase

We represented Class A office space purchaser in negotiation of purchase and sale agreement, closing, and resolution of condominium association issues as they related to the purchase.

$1.2 Million Seed Funding Round

We represented an investor group in seed-round funding for a startup consumer product manufacturing concern, including design and documentation of convertible debt facility for additional funding.

$500,000 Series B Funding

We represented a consumer products manufacturer in Series B funding round, including purchase and sale of LLC interests and reconfiguration of corporate governing documents.

Exclusive Distributor Agreement

We represented a consumer-products manufacturer in negotiation of a third-party exclusive distribution agreement that allowed our client to move marketing and sales functions off of client P&L and focus on product innovation.

$1,750,000 Purchase of Historical Landmark Building

We represented a buyer in the acquisition of a $1,750,000 purchase of historical landmark building in North Georgia.

+$3,000,000 Sale of Mini-Warehouse Units and Associated Real Estate

We represented the seller in a +$3,000,000 sale of mini-warehouse units and associated real estate.

+$17,000,000 Sale of Substantially all of Seller’s Business Assets

We represented the seller in a +$17,000,000 sale of substantially all of seller’s business assets, including equipment, real estate, and intangibles.

Owner Financed Sale of Successful HVAC Business

We represented the seller in owner-financed sale of a successful HVAC business to a long-time employee.

Negotiation of +$10,000,000 Prime Contract for Construction of Luxury Home

We represented the owner in +$10,000,000 prime contract for construction of luxury vacation home.

Representation for Lender of Customized $5 Million Line of Credit Facility

We represented the private lender in connection with a customized $5 million line of credit facility, including the provision of title insurance, securing collateral interests in borrower’s personal property, and causing the assignment of borrower’s contracts to bring them within the collateral pool.

Developed Custom-Home Construction-Contract Template for Builder of High-End Homes

We developed custom-home construction-contract template for builder of high-end homes, incorporating into the template various helpful and protective provisions that builder’s existing contract templates lacked.

Sale of 4 Franchise Restaurants

We represented the franchisee of a regional fast-food chain with the sale of 4 franchise restaurants, including negotiating a purchase and sale agreement with the buyer for the restaurants, land, and inventory, and negotiating and coordinating with the franchisor to obtain necessary approvals for the sale.

Representation of Start-Up Juniper Cafe

We represented an owner of Juniper Cafe, a restaurant in Atlanta, Georgia, in connection with start-up documents, operational agreements, management documents, and agreements concerning the restaurant’s financing.

Lease for Industrial-Scale Solar Power System

We represented a manufacturer with lease for industrial-scale solar power system installed on the roof of the manufacturer’s rented production facility, including negotiations and agreements with the solar-energy provider and the client’s landlord.

Class-A Office Space Purchaser

We represented Class-A Office space purchaser in negotiation of purchase and sale agreement, closing, and resolution of condominium association issues.

Representation of Investor Group in Seed-Round Funding

We represented an investor group in seed-round funding for startup manufacturing concern, including creating and documenting convertible debt facility for additional funding.

Representation of Consumer-Product Manufacturer in Series B Funding Round

We represented a consumer-product manufacturer in Series B funding round, including purchase and sale of LLC interests and reconfiguration of corporate governing documents.

Exclusive Distribution Agreement

We represented the manufacturer in negotiation of a third-party exclusive distribution agreement.

Hangar Purchase

We represented the purchaser of a ground lease for a jet hanger, including drafting and negotiation of lease purchase and sale agreement and obtaining requisite consents from governmental authority.

$28,000,000 Loan Refinancing

We represented the borrower in the refinancing of a $28,000,000 loan facility secured by real estate.

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Plaintiff’s Personal Injury and Other Torts

Johnson Marlowe LLP in Athens, Georgia has successfully represented clients in a number of complicated and sensitive personal injury cases throughout the Southeast. If you have suffered catastrophic injury due to a car or motor vehicle accident, or if you have suffered an injury due to falling merchandise, inadequate security, landlord negligence or dangerous surfaces, contact us today for legal representation or learn more about our personal injury practice.

What you’ll see below are real results in real cases won by clients of Johnson Marlowe LLP. Please understand, though, that every case is unique. Because we cannot guarantee you a particular result in your case, these results are only illustrative.

CAR ACCIDENTS & TRUCKING CRASHES RESULTS

$1 Million Settlement in Conservative North Georgia County

• We settled this claim less than one year after filing a lawsuit on our client’s behalf.

• Shortly after we were retained, the at-fault driver’s insurance company claimed that only $100,000 in insurance applied to the wreck and offered to settle our client's claim for that amount.

• We refused to accept the insurance company’s representation and, in the process, discovered an additional $1 million in coverage. The lawsuit ultimately settled for that amount.

DUI Driver: Total Recovery Exceeded Client's Medical Bills by 10X

• Policy-limits settlement of personal injury claim against a D.U.I. driver in another conservative venue.

• We settled the client’s claim within 4 months of being hired.

Senior Citizen Struck by Car:
Full Payment from the At-Fault Driver's Insurance Company

• Policy-limits settlement in case in which senior citizen was struck by a car while walking across a parking lot in Commerce, Georgia.

• Before the one-year anniversary of the wreck, we obtained full payment from the at-fault driver’s insurance company, as well as full payment from the client’s uninsured motorist policy.

DUI Driver in Atlanta: $250,000 Settlement

• $250,000 of policy-limits settlement of personal injury claim against a D.U.I. driver in metro Atlanta

$550,000 Settlement for Injured Client

• $550,000 settlement in which client suffered a broken knee.

• The client’s total recov­ery exceeded his medical bills and lost wages by 5.5 times.

Gwinnett County Car Accident: $120,000 Settlement

• $120,000 settlement of disabled veteran’s personal injury claim arising out of Gwinnett County car accident.

• Prior to our involvement, the insurer offered only $20,000 in settlement.

Bicycle-Automobile Accident: $150,000 Settlement

• $150,000 settlement of a bicycle-automobile collision that occurred in Virginia.

• The case settled for four times the client’s medical bills and lost wages.

PREMISES LIABILITY RESULTS

$3M Settlement for Parents of 14-Month-Old Injured at Atlanta Hotel

• $3,000,000 settlement on behalf of a minor child and her parents and against the owner of an extended-stay hotel in Metro Atlanta.

• The hotel’s owner had placed televisions in its guests’ rooms, but had not secured the televisions in any way or placed them on furniture designed to hold televisions.

• An unsecured 25” television fell off of a dresser and onto our client, who was only 14 months old at the time. The television struck her head and nearly killed her.

• Working with a team of assembled experts, we filed a lawsuit against the hotel’s owner, alleging that the hotel owner should have either secured the television in our client’s hotel room or secured the dresser on which the television sat.

• Within one year of filing the lawsuit, we obtained a $3,000,000 settlement for our clients. The settlement exceeded our clients’ medical bills by over 6 times, and it guarantees that our young client will have the resources she needs to cope with her injuries in the future.

$195,000 Settlement for Client Injured by Falling Merchandise in Ellijay, GA

• $195,000 settlement on behalf of customer injured by falling merchandise at retail store in a rural Georgia mountain county.

• In this case, a piece of unsecured merchandise fell on our client at a very popular business in Ellijay, Georgia.

• As soon as we were hired, we evaluated our client’s injury and prognosis, consulted with her doctors (to better understand the complications she suffered after the merchandise fell on her), and began building our liability case.

• Within approximately six months of being hired, we presented a very detailed settlement demand to the business’s insurer that explained the business’s negligence and how the business’s negligence led directly to our client’s claimed injury.

• After back-and-forth negotiations, we secured a $195,000 settlement on our client’s behalf.

Six-Figure Settlement For Client Injured at Warehouse

• Six-figure settlement on behalf of client injured while attending an auction in North Georgia at a warehouse property.

• While walking through a portion of the property open to the public, the client fell off of a loading dock, hit his head, and fractured his leg.

• The loading dock was not marked or lit and did not have any guard rails.

• We took advantage of the defendant’s failure in this case to timely respond to requests for admissions to gain negotiation leverage. The case settled at mediation.

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Probate and Estate Litigation

Johnson Marlowe LLP represents clients in a wide variety of probate and estate disputes, including will probate and challenges, year’s support petitions and challenges, and petitions to remove executors and administrators. We have successfully represented clients at the probate court level, in appeals to superior court, and in Georgia's appellate courts.

Every case is different, and a successful result in one case doesn’t guarantee a good result in another. So we can’t, and won’t, guarantee results. The past results by Johnson Marlowe LLP, below, are purely illustrative. We will, however, pledge to do everything that we can to obtain a favorable result in your case.

Assets of Estate Recovered for Client

The heir of an estate hired us after the Probate Court of Stephens County erroneously entered an award of year’s support in favor of the decedent’s spouse that deprived the estate of a six-figure interest in real estate and other assets. We appealed the lower court’s decision to the Georgia Court of Appeals, and that court reversed the decision below. We then had our client named administrator of the estate and aided its client in her inventory of the estate’s assets. We discovered several missing assets and, after years of litigation, recovered many of those assets.

Complete Victory for Client on Siblings’ Disputed Terms of Estate

Our client served as her mother’s primary caregiver before her mother’s death in June 2007. In exchange for that care, her mother left her entire estate to her. After the mother’s death, however, our client’s siblings challenged the will and filed a lawsuit to cancel a real estate deed that their mother had signed in their sister’s favor before the mother’s death. We were hired to defend that lawsuit, and we obtained a complete victory on our client’s behalf. The probate court eventually dismissed the brothers’ lawsuit, and the Georgia Supreme Court subsequently affirmed the dismissal.

Trustee of Seven-Figure Trust Extracted from Dispute

A metro-Atlanta trustee of a seven-figure trust came to us after he became embroiled in nasty litigation in South Georgia. Through a series of motions and coordinated procedural maneuvers with friendly parties, we were able to extract the trust from the dispute on the terms the trustee wanted.

Total Victory on All Legal Issues for Clients with Extremely Favorable Terms

We were the third law firm hired to resolve a decade-plus old dispute relating to the interpretation of a trust that held a portfolio of North Georgia real estate, stock, and other assets. After reasonable settlement efforts on our clients’ behalf failed, we developed a “light and fast” litigation strategy to get the key legal issues before the court without the expense of extended discovery. Our clients won total victory on all legal issues in court, leaving the other side with no choice but to recognize that our clients’ victory was inevitable, and settle on extremely favorable terms for our clients. Over ten years of family strife and legal wrangling were brought to a swift end.

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