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Kenneth Allyn Sprang

Kenneth Sprang’s Answers

767 total


  • Liability waiver from non profit organization

    I am the president of a cricket (sports) club. Our club is a member of a local cricket association. The association is asking to sign a liability waiver. In the email it states that it is for insurance purpose but in the form it self it say the fo...

    Kenneth’s Answer

    This is not worded terribly well, but it is not uncommon for a non-profit organization, or even a for profit one, in which members are exposed to any danger, e.g., any sport, to waive claims against the organization. If the organization is responsible, it has insurance against injuries that are attributable to the negligent acts or omissions of the organization. That may be the policy at issue. But if claims are not limited to those that are clearly the result of negligence, and if the organization is exposed to claims that are not within the scope of insurance, it may simply be too expensive and dangerous to operate the organization.

    I have served as general counsel to an organization similar to Outward Bound. The parents of each boy were required to sign a released with regard to any injuries arising that were not the proximate result of a negligent act or omission by the organization. Without such a release, the organization could not function, as despite all the precautions any organization may take, there is always a chance of injury.

    Because of the awkward working this may or may not be enforceable. However, a properly drafted release is generally enforceable unless it seeks to excuse the organization for liability for its own negligence.

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  • Moving from one state to another.

    I am planning to form an LLC in MA for both real estate and import & export. Can I do one LLC for both areas? If I move to another state in a few years (for ex:from MA to CA), what state do I have to follow for taxes and fees for my LLC? Thank you!

    Kenneth’s Answer

    You may do one LLC for both areas of business. I do a lot of forming of LLC's for businesses throughout the U.S. I have developed a strong preference for DE even when necessary to register as a foreign entity in another state. If you think you may relocate I recommend DE even more strongly. It is one of the few states in which you can form an LLC even though you do not reside in that state.

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  • Do I have to register a foreign LLC for my remote team?

    I live in Tennessee, and my co-founder lives in Texas. We plan to run a consulting company consisting of a distributed team of 1099 contractors. My co-founder and I were not planning to take payroll but instead profit sharing of the company's asse...

    Kenneth’s Answer

    In general the requirement to register a foreign corporation in another state arises if the company "does business" in another state. States define :doing business" differently from state to state. If your partner is actively engaged in business activities in Texas he should register there. Whether the primary registration is Texas or Tennessee is up to the two of you.

    If you do much business in other states you may eventually have to register there too.

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  • US online company hiring a foreign citizen , for remote work. not a US citizen, what is the process?What type of attorney?

    "My US online company wants to hire a foreign citizen as an employee, work would be performed outside of the US” remotely. since he is not a US citizen, what is the process to do this? What type of attorney would handle this?" What paperwork is ne...

    Kenneth’s Answer

    You may wish to hire the individual as an independent contractor as another attorney has suggested. In that instance you simply pay him and he has the responsibility of reporting income to the Nepal government. On the other hand, you could make him an employee of the company. The challenge there is in addressing issues like withholding for FICA and the like.

    You might want to explore whether it would be advantageous to the individual to form his own company in Nepal and contract with your company. In the U.S. when hiring an independent contractor, that is often a valuable option. Of course, I am uncertain of the issues in Nepal.

    My colleagues and I do a great deal of work in this area, both assisting U.S. firms who are doing business abroad and foreign firms seeking to do business abroad. Although not immediately relevant to your circumstances, we also do immigration work for employers. My own expertise is in labor and employment law and general business matters.

    I would be happy to discuss the matter with you with no obligation to you.

    Kindest regards,

    Ken Sprang
    ksprang@wibclaw.com
    Washington, DC

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  • Does an email between two companies make a valid contract?

    I am a us based company that will be doing some work with a Singapore company. We have agreed to 50/50 profit share in the work together. I have sent them an email stating we are 50/50, and they replied they agree to. Is that a valid binding contr...

    Kenneth’s Answer

    Generally under U.S. law a binding contract can be created by email. In 2000 the Electronic Signatures in Global and National Commerce Act passed setting standards for emails becoming contracts. Many courts have upheld contracts created by email.

    One question is whether the emails contain the critical elements of a contract. Is there an offer of some kind and an acceptance and is there consideration that is paid. Those are the building blocks. Beyond that though what happens if there is a disagreement. Are you going to litigate in Singapore or New York or did you provide for international arbitration. Who is going to be in charge of what appears to be an implied joint venture.

    In short, you may well have a contract created by your emails, depending on what the emails contain. However, if you have not laid out all the terms and conditions of your arrangement, you might have some headaches down the road.

    Best regards,

    Ken

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  • The best advice for winning a MEDIATION?

    I have a breach of contract mediation coming up in Denver. The owner of a Hotel signed an agreement to sell his hotel to me, and promised in the purchase contract that he would do all necessary things to sell the hotel to me. One duty he had was ...

    Kenneth’s Answer

    First, remember that a mediation is an attempt to settle a case. You will not get a binding decision from the mediator.

    Second, your task is to convince the mediator that you are right and your seller wrong by providing all of your evidence of his breach. If the mediator thinks you are legally right, he is more likely to seek to convince the seller that he stands in a bad place legally and should settle.

    Then the issue of damages arises. How much in total have you lost? What remedy do you want? Could the deal still be saved with his performance? If not, and this is about money, then determine what you are willing to accept. Factor in that litigation takes time and money. Consequently taking less than you are owed could save you money.

    Best of luck to you.

    Ken

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  • Should I be concerned about this solar contract?

    I'm considering leasing solar panels. I have received a few quotes, and am considering moving forward on one of them, but after reviewing the contract, this statement has me concerned..."(Company name) works with banks, large companies and other s...

    Kenneth’s Answer

    I infer from your note that you will be the lessee, that is you will get the panels from the vendor. Many companies offer financing, but they do not wish to remain in the financing business. Therefore they sell the financing agreement to a third party. So if Solar Company leases panels to you for a period of time under specific terms, they might sell that contract to a third company, e.g., ABC Leasing. ABC is much better set up to handle leasing matters. The terms of your lease will not change, but all of the file will not go to ABC Leasing. If you read your lease agreement you will almost certainly find language allowing the solar panel company to assign the contract to a third party, even though the same document may prohibit you from doing so.

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  • Opening a branch of my indian company in indiana USA OR Open a new company in USA .

    I am one of the owners in a Indian PVT.LTD company in INDIA and i am a US Resident with Green card. My company wants to do Business in USA .We have Import /Export licence number in India .We will import Goods in USA and sell them through websi...

    Kenneth’s Answer

    Our firm does a great deal of work with foreign nationals wishing to do business in the U.S. and U.S. nationals doing business abroad. Many of our clients have situations similar to your own. For example, one client company imports shoes from India. It is owned by a U.S. citizen and an Indian citizen in India.

    There are three major things to consider. First, what company structure should you use. With your green card if you are the only owner, you can pretty much choose whatever structure you want, i.e., S corp, C corp, LLC. Second are tax issues. You will be taxed here and and you want to avoid any double taxation. Finally, if you have any desire to have the other owners come to the U.S. from time to time, you must consider immigration factors--the expertise of my partner.

    I would be happy to speak with you without cost or obligation at your convenience.

    With kindest regards,

    Ken Sprang

    Kenneth A. Sprang
    Washington International Business Counsel, LLP
    P.O. Box 27317
    Washington, DC 20038-7317
    ksprang@wibclaw.com

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  • Can an export agent handle sale for companies without involving the bank?

    I want to start a home based business as an export agent.I have contacted companies who are ready to trade with each other.I don't have a bank account.Is it possible to handle the sale for them?Once I earn the money then I can open one and buy oth...

    Kenneth’s Answer

    Entering into the business you suggest is much more complex than you suggest. It is not difficult--one just needs to consider a number of factors. It is relatively simple to set up a limited liability company or corporation, obtain a tax id number for it and open a bank account with a modest amount of money. You are going to need the services of a freight forwarder or similar person to help you maneuver export regulations. You need adequate insurance, determination of whether you ship FOB or otherwise and a number of other things.

    It is not clear to me how you will finance your business based upon your question.

    Our firm works with many companies engaged in exporting from the U.S. abroad as well as working with foreign entities and persons seeking to do business in the U.S.

    I would be happy to discuss your options without cost or obligation if you like.

    Best regards,

    Ken Sprang
    Kenneth A. Sprang
    Washington International Business Counsel, LLP
    6700 Melville Place
    Chevy Chase, MD 20815
    ksprang@wibclaw.com

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  • Director / employee of Canadian company wants to do business / work in US. What needs to happen?

    I'm one of 3 directors of a Canadian company. I would like to live in the US while being employed by my company. In terms of immigration (L or E visas), business, and tax laws, what steps must I and/or the Canadian company take in order to allow t...

    Kenneth’s Answer

    I concur with Ms. Vandaveer. The first question I ask clients is to identify their long term goals. That answer informs the option. It may be that setting up a subsidiary in the U.S. would facilitate your goal, depending upon all of the circumstances.

    Our firm does a great deal of work with foreign companies and foreign nationals who wish to do business in the U.S. as well as those in the U.S. who wish to do business abroad. I would be happy to discuss your needs without cost or obligation.

    Best regards,

    Kenneth A. Sprang
    Washington International Business Counsel, LLP
    P.O. Box 27317
    Washington, DC 20038-7317
    ksprang@wibclaw.com

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