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Kenneth Allyn Sprang

Kenneth Sprang’s Answers

762 total


  • A French business owes money to my American business in DC, a French local court lets him get away with it, can I sue in the US?

    I'm wondering if I can sue in the USA based on additional documents, proof that he didn't do what he was supposed to do and off course, similar documents that were used in France in the first court day. I can appeal in France and I'll do it, but I...

    Kenneth’s Answer

    The question in my mind is whether a U.S. court is bound by the French judgment. If you could provide more information off line, e.g., the issue, the amount involved, the local court in France, etc., I can contact my French colleague and perhaps get insight from there. Beyond that, unless someone on the list knows for certain, I would want to take a look at the standing of French judgments here. I highly doubt that they can simply be ignored. Of course the bottom line as well is whether there is enough money involved to merit all the litigation.

    Best regards,

    Ken
    ksprang@wibclaw.com

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  • Peer Review

    Is there an attorney "peer review" website?

    Kenneth’s Answer

    Historical Martindale Hubbell has been the primary source for ratings, though now there is AVVO and a few others. Martindale Hubbell is strictly peer review, whereas Avvo and others include client reviews as well.

    Do not hesitate to Google an attorney name. If he or she has been involved in something inappropriate you might find information on Google.

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  • I am starting a court reporting business with one partner. Would it be wise to form this as a corporation or LLC

    One partner with 50/51 so we can get women's business owner status. Not sure if we should form a corp or LLC

    Kenneth’s Answer

    If you are going to remain a two person company you will likely find the LLC the better choice. In New York you will have to publish the creation of the LLC which can be costly, but there is a mechanism for reducing costs exponentially. If you opt on the LLC you should probably consider electing taxation as an S corp, barring any impediment. That creates some tax advantages.

    You could also operate an S corp--definitely not a "C" corp. The S passes profits and losses to the owners while the C pays taxes then distributes to the owners who pay taxes again.

    I like corporations for governance purposes, but with just two owners you are likely well served by the LLC. Of course if expansion is your goal, you may need to consider corporate status.

    Best regards,

    Ken Sprang

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  • Preparing to complete my first deal as an international trade broker. Is there an AFFORDABLE attorney in Michigan?

    Can someone recommend an AFFORDABLE Import/Export attorney in the Metro Detroit area?

    Kenneth’s Answer

    • Selected as best answer

    As others have indicated, legal services are not cheap. We are based in Washington, DC, and serve clients all over the U.S. and abroad. Rates at large firms here run from $300 to $1000 or more per hour. However, there are many of us who have left large firms to form smaller ones so we can provide individualized service at lower costs.

    I know starting a business can be costly, but you need to build legal fees into your budget. With attorneys by and large you really do get what you pay for, That investment now will prevent headaches in the future. Not to be rude, but if you cannot afford the legal costs you no t quite read to settle.

    Depending on your needs, I suspect you are looking at $2500 to $10,000. If you can do some investment ow in the legal costs, it will pay dividends in the future. As others have said, though, do seek an attorney who has experience in the araea you need.

    Best of luck,

    Ken

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  • Transferring business

    Hi, I am an Indian and don't have any US visa. I bought a PA based ITES consulting company. After paying the full amount to the owner of the company now he is saying that he cannot transfer the company and its properties on to my name as i don't h...

    Kenneth’s Answer

    You raise multiple issues. I deal frequently with foreign nationals who own businesses in the United States and indeed regularly set them up. Although you could own a membership interest in the company yourself, you might be better off setting up a US limited liability company and let that company own the company acquired. Have you a business in India--if you do and it could own the U.S. company that is better yet.

    In short, your seller is wrong that he cannot transfer because your do not have a U.S. visa and are not present here--all this assumes you are not on any government black list.

    It is relatively simple to transfer the business. A simple sale agreement and transfer of the membership interest will do the trick.

    One hurdle you will likely have is opening a bank account in the U.S. One must have a Social Security number to do that. We can discuss ways around that difficulty.

    I wold be happy to discuss the matter with you. If you wish to do so email me at ksprang@wibclaw.com. I am in Washington, DC.

    If the seller ran off with your money, that may be a criminal offense in which case you would want to reach out to the law enforcement folks both in PA and TX. You could sue to get it back, but that could be expensive.

    Best regards,
    Ken

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  • 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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