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Areas of Practice
Commercial Litigation, Business and Commercial
Law, Healthcare Law
Education
J.D., University of North Carolina,
1980
B.A.,
Furman University (Cum Laude), 1977
Profile
Litigation Practice:
- Mr. Spinks represents clients in state and federal
courts, before administrative agencies, and in ADR proceedings including
arbitration, mediation, and summary jury trials. He focuses his
litigation practice on matters involving alleged accounting malpractice,
"balance sheet" and reps and warranties disputes between
buyers and sellers of businesses, claims made against banks, and other
corporate, commercial, and banking litigation matters involving
accounting issues and financial damages claims. Mr. Spinks also
represents corporations, limited liability companies, and partnerships,
and the shareholders, members or partners thereof, in disputes involving
the rights of majority and minority owners.
Representation of small and midsize businesses and
healthcare entities:
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Mr. Spinks is general counsel to a
number of small and midsize closely held corporate clients and medical
practice groups. He represents these clients in a variety of matters,
including business organization, agreements between owners, employment
contracts, and vendor and customer agreements and disputes. Mr. Spinks
represents medical practices in negotiating exclusive provider,
physician recruitment, medical director, joint venture, and other
agreements with hospitals, health systems, and outpatient centers. He
represents hospitals in corporate governance matters, organizational
issues, negotiation and documentation of affiliations and other
relationships, and in litigation (other than professional liability
claims).
Representative
Cases
Represented bank in defense of action
by the buyer of a technology leasing subsidiary seeking in excess of $23
million for alleged breaches of reps and warranties in purchase agreement;
on eve of arbitration, action settled for a small fraction of claim.
Represented
solid waste management company against a county and another solid waste
company in litigation in both state and federal court regarding
enforceability of long term landfill contract under which county guaranteed
all solid waste of county would be delivered to client’s new landfill;
issues involved included authority of county to contract and assure
performance under state laws, claims that contract violated interstate
commerce clause of U.S. constitution, and options available to county to
assure waste delivery without violating commerce clause; matter successfully
settled with client retaining contract, and receiving additional seven
figure payments each year over life of contract to compensate for waste not
delivered
Represented specialty textile
manufacturer in action against international software systems company that
sold client computer hardware and a defective software system, for a
seven-figure contract price, intended to integrate inventory,
manufacturing, supply, accounting, billing, and other functions. Action
settled by payment to client of 100% of all amounts paid to supplier, plus
interest, plus client’s retention of all CPUs, servers, and other
hardware acquired, and retention of right to use
certain custom-designed manufacturing software.
Currently representing mortgage lender
in fidelity bond claims seeking recovery of eight-figure losses from
fraudulent mortgage loan scheme.
Represented major grocery chain in
defense of arbitration proceeding filed by owner of, and lenders to,
shopping center who claimed that grocery chain caused bankruptcy of
shopping center owner, default under loans, and several million dollars in
damages by allegedly breaching a disputed lease provision by "going
dark" and opening a new store in nearby, even though client had
continued rent payments. Arbitrators rejected damage claims, limiting
their award to the approximate present value of the remaining payments due
under the lease (liability for remaining lease payments was not
contested).
Represented directors of nonprofit
hospital corporation in action against county that had created the
nonprofit corporation and transferred hospital assets to it, when
commissioners voted to remove and replace the directors; while dispositive
motions were pending the matter settled, with directors being reinstated
and county agreeing to clarifications of the limitations on its authority
over nonprofit hospital corporation.
Represented seller of motor
manufacturer and servicer in action against purchaser of assets that
alleged damages for breaches of reps and warranties. Purchaser withheld
payments due under terms of sale and real estate leases, under claim of
offset. Utilized cross-default provisions in sales and lease agreements,
obtained order evicting buyer from leased business locations (ownership of
which had been retained by seller), leading to early and favorable
settlement for seller.
Alfred B. Cooper, Sr., And Rhoda G.
Cooper v. United States of America, 779 F.
Supp. 833, (EDNC 1991)
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Represented taxpayers in tax refund case involving
issue of first impression in North Carolina, whether "dry sand
beach" (above mean high tide line) was privately owned or was public
property under "public trust doctrine." Court rejected
government’s arguments for imposing public trust doctrine or finding an
express or implied dedication of the property, and held that taxpayers had
owned the more than one-half mile long strip of dry sand beach, and thus
were entitled to charitable deductions for periodic gifts of beach
segments to municipality (remaining issue of valuation of property was
favorably settled).
Representative
Business and Health Care Matters
Represent automobile dealerships in
acquisitions, shareholder disputes, franchise issues, real estate
development matters, captive warranty reinsurance companies, issues
involving compensation of management employees, and other business
matters.
Represented owners of medical practice
in growth and development of six office practice, and six freestanding
cancer treatment centers, including issues relative to exemption of four centers
from CON requirements; and subsequently represented owners in exploring,
negotiating, and consummating sale of practice and the treatment centers
for eight-figure amount, plus guaranteed long term management and
physician services employment contracts.
Regularly represent nephrologists and
nephrology practices in negotiation of Medical Director agreements with
dialysis centers.
Lead attorney in a number of mergers of
medical practices, involving the design of mutually acceptable corporate
governance, compensation, management, and operational agreements.
Ongoing representation of physicians,
medical practices, treatment centers, and ancillary health care facilities
in regard to third-party contracting, employment contracts, recruiting
agreements, compensation models, credentialing issues, reimbursement
issues, and other business matters.
Represented owner of radiation
therapy facility in locating buyer, negotiating and consummating sale of
facility for eight-figure amount. Firm
Management Responsibilities
Member, Firm Management
Committee
Chairman, Conflicts Committee
Notable Accomplishments
Ranked among Law & Politics magazine's
North Carolina “Super Lawyers,” (Business and Corporate Law) 2006 -
2007
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