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Spencer Walden Jr. is a real estate developer in Albany, GA, building numerous residential subdivisions and various commercial properties. He developed several tracts owned by his father-in-law and formed six corporations with family members over a 15-year period. A pattern developed whereby stockholders would transfer property to one of the corporations in exchange for an installment note. The price and amount of each note was for the fair market value of the property, yet the repayment schedule was ignored. The stockholders also took no security interest on the note and the debts were not, in all but one case, subordinated to other corporate debts. Some principal and interest payments were made on some of the notes, but in each case, the corporation violated the terms of the note.

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