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Michael Vanderpool nominated for Charles J. Colgan Visionary Award

We are proud to announce that Michael Vanderpool has been nominated by the Prince William Chamber of Commerce for the Charles J. Colgan Visionary Award. This award, named for Virginia’s longest-serving statesman, recognizes an individual who has demonstrated extraordinary leadership within their organization and the community at large. They are innovative, team players, and advocates for their community.

In addition to establishing Vanderpool, Frostick, & Nishanian, P.C., Michael has been a founding member and leader of several institutions including the Hylton Performing Arts Center, the Manassas Education Foundation, the Freedom Center, the 234 Bypass Forum and I-66 Partnership, the Manassas Business Council, and other key organizations in the community. He has also been a leader of established organizations such as the Manassas Rotary Club, the George Mason University Foundation Board of Trustees, the University of Mary Washington’s College of Business Advisory Board, Prince William Health Center, and others. In addition to bringing his values of community and excellence into each of his roles, Michael uses his legal expertise and leadership experience to help others continue his by volunteering as general counsel for non-profits and mentoring non-profit boards and CEOs. To learn more about Michael’s contributions to the community, visit our Attorneys page

Michael’s vision has been to elevate Prince William County as an economic and cultural center in Virginia, reaping the benefits of our proximity to DC while embracing the unique and historic value of our county. He has dedicated his career towards bettering the community for everyone, and we are very proud for him to be recognized by the Prince William Chamber of Commerce as a nominee for the Charles J. Colgan Visionary Award.


LGA appoints Olaun Simmons as Vice-Chair of Outreach Committee

Local Governments Association appoints Vanderpool, Frostick, & Nishanian municipal attorney Olaun Simmons as LGA Outreach Committee Vice-Chair

We are proud to announce that VF&N municipal attorney Olaun Simmons has been appointed by the Local Governments Association (LGA) as Vice-Chair to its Outreach Committee. The LGA Outreach Committee is primarily responsible for planning and arranging the annual regional MCLE seminar which provides CLE and ethics credits to attorneys in an underrepresented region of Virginia. The Committee also promotes increased involvement from current LGA members, recruits new members, and oversees sponsorship collection and fundraising for semi-annual regional conferences. Olaun is also a member of the Board of Directors of the LGA, and as the Outreach Committee Vice-Chair, he will serve as the liaison between the committee and the board.

About Olaun

Olaun Simmons has been practicing law for over ten years, including municipal law, building code enforcement, zoning code enforcement, ordinance and charter revisions, land use, civil litigation and criminal prosecutions for cities and towns in the Commonwealth of Virginia. He’s worked with numerous clients to handle a variety of legal matters in the Commonwealth. His prior legal experience includes Town Attorney for Dumfries and Quantico, VA, Criminal Defense, and Municipal Law. Olaun Simmons was named “Trial Attorney of the Year” by Prince William County Circuit Court, and has been honored with numerous awards, such as the Lewis F. Powell, Jr. “Excellence In Trial” Award. Olaun’s experience as a municipal lawyer and litigator enable him to provide excellent legal representation and advocacy for our clients.

Read more about Olaun on our attorneys page.


Meet the Staff: Kathy Sabey

Welcome back to our ‘Meet the Staff’ series where we are introducing the dedicated staff who work behind the scenes at Vanderpool, Frostick, & Nishanian to make the work our attorneys do for our clients possible! We take pride in our staff and the work they put in to ensure our business runs smoothly, often with little outside recognition. Today we are introducing Kathy Sabey – Kathy is a bookkeeper/ business manager at the firm whose love for numbers and warm personality have allowed her to flourish in her career.

About Kathy Sabey

Kathy has worked at VF&N for 11 years, where her duties have grown from accounting to include HR and financial reporting to senior partners. Whether she’s managing budgets, payments, attorneys’ licenses, employee payroll, taxes, or other records, her analytical mindset allows her to execute each of her responsibilities with finesse.

She’s had a lifelong love for numbers from majoring in math to tutoring her children and working at an accountant’s office prior to joining our firm. She even likes to play sudoku in her free time! When asked what it is about math that she loves, Kathy said she thinks it’s a natural inclination, “my brain just clicks with the numbers; I also love being able to check right away whether I’m correct.” She also said that she enjoys preparing the financial reports for the managing partners because it challenges her to look at the numbers from a different perspective and has a direct impact on the strategic direction of our business.

You may notice a theme because when asked about her favorite part about working here, Kathy immediately said “the people” and when I asked her to elaborate, she went on to say, “the respect everyone has for each other here makes it the best place I’ve worked; there’s no office drama.” She also mentioned that it’s nice to be close to home – no sitting in rush hour gridlock on 66. She’s saving that energy for her new grandbaby!


Community Spotlight: Monza Martini Wows at VWAA Retreat

Monza's Double Espresso MartiniMonza’s Martini Wows at VWAA Retreat

Last weekend, VF&N attorneys Brett Callahan, Karen Cohen, and Kris Spitler attended the Virginia Women Attorneys Association (VWAA) annual retreat, where Karen and Kris won the cocktail making competition. Their secret? A little help from our friends over at Monza in Old Town Manassas who taught them the recipe for their Double Espresso Martini. Thanks to them, Karen and Kris wowed the judges and the other attorneys at the VWAA retreat! Another weekend highlight from the retreat included the cupcake contest – where contestants were judged not only on their baking ability but also on their oral defense of the culinary creations. Who says lawyers aren’t fun?

Virginia Women Attorneys Association

The annual retreat of the VWAA brings together female attorneys in the Commonwealth for a weekend of building professional friendships that allow women in the industry to support each other. Brett Callahan is the President of the Prince William Chapter of the Virginia Women Attorneys Association where she plans and coordinates events and programs that bring together female attorneys in Prince William County through networking, professional development, and community service. In addition to advancing the professions of women in the legal industry, the VWAA is dedicated to promoting the interests of women in Virginia under the law and public policy.



Monza is an Italian bistro-style bar and restaurant located on the corner of Battle Street and Center Street in Historic Old Town Manassas. They have great food and drinks, with specials everyday. We suggest you try their Double Espresso Martini, or another one of their signature cocktails, for yourself! (21+ of course).


Guy Jeffress joins VF&N Business Transaction Practice

MANASSASJanuary 2, 2018—Vanderpool, Frostick & Nishanian, P.C. is pleased to announce that Guy Jeffress has joined the firm as an associate attorney in our Real Estate and Corporate Transactions practice. Jeffress has nearly 20 years of legal experience as both private practice and as in-house counsel in Washington, D.C. and Northern Virginia.

About Guy Jeffress

Guy possesses substantial experience handling and structuring deals for real estate developers, investors, lenders, and asset managers. His practice includes representing regional and local developers and investors with their mixed-use, residential, office, and retail projects. Additionally, he has significant experience in handling and mitigating the legal risks involved with the ownership and operation of hospitality industry properties such as restaurants, hotels, and resorts.

The attorneys of Vanderpool, Frostick,& Nishanian, P.C. are pleased to welcome Guy to the firm and are confident that his presence on our team will contribute greatly to our clients’ success.

About Vanderpool, Frostick & Nishanian, P.C.

Vanderpool, Frostick & Nishanian, P.C. is a law firm located in Manassas, VA, established in 1986. The firm serves clients across a variety of practice areas, ranging from Business and Real Estate law, to Civil Litigation, Municipal and Employment Law. The firm’s reputation is for trust, expertise and high quality legal services, and it is actively committed to both clients and the community. 


2017: A Year in Review

Welcome to the Vanderpool, Frostick, & Nishanian, P.C. 2017 Review – here you can find a snapshot of some of our firm’s biggest news, events, and posts from 2017!

200 attend 6th Annual Employment Law Summit

VF&N hosted our 6th annual Employment Law Summit in partnership with PWSHRM and the Prince William Chamber of Commerce.  The event on Friday October 13th, 2017 was themed “Nightmares in HR” and attracted 200 HR professionals, administrators, and corporate executives. We are already looking forward to this year’s summit!

Religious Institutions and the Law seminar

On September 28, 2017 Rick Nishanian, Karen Cohen, and Michael Vanderpool hosted a seminar for leaders of religious institutions on legal matters that could potentially impact them. We are planning a part 2 for 2018 due to the positive feedback we received from the event!

Randy Frostick holds Avoiding Litigation Seminar for business leaders

In August 2017, we hosted a seminar on how business can avoid litigation and what to do in response to a lawsuit. The presentation given by Randy Frostick, an experienced trial and civil litigation attorney, was held at Centerfuse in Old Town Manassas.

Becky Spencer wins "Unsung Legal Hero" Award

Becky received the VA Lawyers Weekly “Unsung Legal Heroes” award following her nomination by Michael Vanderpool. Becky will celebrate her 30th anniversary with VF&N this year!

Rick Nishanian and Brett Callahan Sworn in at U.S. Supreme Court

Rick and Brett join other VF&N attorneys to have received the honor of being sworn in at the United States Supreme Court.

Michael Vanderpool award GMU Faculty of the Year

In addition to his work as a business attorney, Michael is also an adjunct Professor at the George Mason School of Business, where he teaches in the Real Estate Entrepreneurship Master’s Program. He was awarded the 2017 GMU Faculty of the Year for the Master of Science in Real Estate Development.

VF&N wins prestigious Business Excellence Award

In February 2017, VF&N was selected by the Prince William Chamber of Commerce to receive the “Business Excellence Award” for large business. Excellence and professionalism are two of our core values, and we are proud to have been recognized by the Chamber for these attributes.

More 2017 Blog Posts


Cheers to Randy for Effingham Manor Winery Win

VF&N Litigation Attorney Randolph D. Frostick Wins Case for Effingham Manor Winery

This story was reported in full in VA Lawyers’ Weekly (login required).

The Case

The conversion of the 18th century historic estate, Effingham Manor, into a winery caused a stir among residential neighbors who claimed that the winery breached the community’s 2004 development covenants and filed suit. The opposition came as a surprise to the winery owner, Chris Pearmund, thinking the winery would be an ideal fit for the bucolic community. He came to Manassas trial attorney Randolph D. Frostick (Randy) of Vanderpool, Frostick, & Nishanian, P.C. for legal representation in the case. On May 26, 2017, Prince William County Circuit Court Judge Steven Smith ruled in favor of our client, allowing Effingham Manor Winery to open for business in Fall 2017.

“Not only did Randy have compelling evidence in this case, but he also argued his point with finesse and detail in line with the law, which is what VF&N’s attorneys are known for. We are proud of his hard work, skill, and dedication to his client, and are thrilled by the outcome” says VF&N managing partner Michael Vanderpool.

The Facts 

A main point of contention in the case was a 2005 amendment to the development’s covenants that removed the manor house from the residential restrictions. This amendment was upheld in court despite arguments that it was invalid because it was not filed with a certification required by the Virginia Property Owners Association Act. Circuit Judge Steven Smith ruled that the legislation’s use of “may” over “shall” in regard to the amendment allowed an alternative method if authorized by a declaration.

Three key pieces of evidence bolstered the decision:

  • Zinone v. Lee’s Crossing Homeowners Ass’n held amendments following the terms of the declaration valid without regard for statutory procedure.
  • The General Assembly amended the POAA legislation this year to exempt declarations from the POAA’s procedural requirements for amendments, effective July 1, 2017.
  • The developer, Frank Smerbeck, testified that he had intended to keep the manor lot free of residential restrictions due to its historic value and commercial potential.

Homeowners also tried to block the winery’s road access, claiming that the increased traffic would overburden the easement. However, the judge backed the winery’s existing agreement to pay half of the road maintenance costs for the subdivision.

This case, along with the new legislative amendment, assures property owners’ associations and their lawyers that their declarative amendments are legally sound.

About Randy

Randy Frostick has been providing civil trial and alternative dispute resolution solutions to clients throughout Virginia since 1983 in both state and federal courts and various arbitration and mediation panels. He represents a diverse range of clients, including businesses, municipalities, and individuals, in a wide range of cases.  For over thirty years, Randy has provided his clients legal guidance to both avoid and resolve civil disputes without litigation, and when necessary, zealously advocated for their legal rights in court or arbitration. Learn more about Randy here.


Forming a company? Corporation, Partnership, or LLC

Forming a company?

When forming a company or changing the organization of your current business, it is important to know the different options available to you. The legal entity that you are operating will determine what tax structure you will comply with and your legal liability as a business owner, among other things. This post will give you a general overview of three types of companies: corporations, partnerships, and limited liability companies (LLCs).


Incorporating your business gives you the highest level of personal liability protection available. However, it also comes with greater corporate responsibilities, particularly in regard to taxes. There are two types of corporations: c-corp and s-corp.

Both are distinct legal entities separate from its owners (“shareholders”), which protects their personal assets. Both require articles of incorporation, a registered agent, elected directors, issued stock certificates, and by-laws. Corporate responsibilities include annual shareholders meetings, periodic director meetings, recorded minutes, detailed financial reports, and separate income tax returns. In both cases, personal liability protection can be forfeited if corporate formalities are not followed.

Where c-corps and s-corps differ is how they are taxed. C-corps incur double taxation; profits are taxed both at the corporate level and at the individual level. In an S-Corporation, corporate taxes pass through to the shareholders’ personal tax returns.


A partnership is simply when two or more people operate a for-profit business. There’s no fee or process for starting a partnership, though you may need to register a trade name. The drawback is that partners are personally liable for any business debts or lawsuits. A partnership agreement is also recommended to reduce conflicts. There are three main types of partnerships: general, limited, and limited liability.

In a general partnership, each partner is equally liable for the business and the actions of other partners. In a limited partnership, at least one general partner has full liability in the company while a limited partner is only liable for his or her own portion of ownership. In a limited liability partnership, each partner is only liable for his or her own actions. It is important to establish a partnership agreement that defines each partner’s role and responsibilities.

Limited Liability Companies (LLC)

LLCs offer the tax benefits and simplicity as well as limited personal liability protection. Requirements vary by state, but in Virginia, forming an LLC requires filing articles of organization, a registered agent, an annual $50 registration fee, and regulatory compliance. An operating agreement is not required, but its highly recommended to prevent or reduce conflicts. The only corporate responsibilities of an LLC are to file an annual report with the secretary of state and pay quarterly estimated tax payments.

Want more information?

For more general information on forming a company, QuickBooks has a set of short, informative videos that explain the differences between various business types.

Additionally, many of our attorneys are also business owners, and they have a deep understanding of both the practical and legal realities of forming a company. They can help with your business’ needs; contact us here.

 Disclaimer: this blog does not constitute legal advice

Alternative Dispute Resolution: Mediation vs. Arbitration

21.12.2017 esettlemyer Litigation

As our society becomes increasingly litigious, individuals and entities are seeking to avoid the costly, public, and time intensive process of a law suit. As a result, interest in mediation and arbitration has also increased. So what is the difference between the two? This post will give an overview of the similarities and differences between mediation and arbitration.

Alternative Dispute Resolution

Mediation and arbitration both utilize a neutral third party to resolve a dispute either without litigation or in conjunction with it. Both may or may not be binding, however typically mediation is non-binding, while arbitration is binding. There are several types of mediation and arbitration, but this post will focus on the basics:


In mediation, a single neutral mediator is chosen to facilitate discussion between the parties, so they can reach an agreement on how to resolve the dispute. The mediator does not pass judgement or make decisions, though they may suggest creative solutions. While mediators in this area are often former judges, they generally do not give legal advice or opinions regarding either party’s position or the resolution.

Mediation is a way for disputing parties to openly and confidentially work through their problems and reach a mutually agreeable solution. It is typically used when those involved have a continuing relationship, are willing to negotiate, and don’t want to forfeit their decision making power to a third party. This is why businesses often consider mediation to resolve issues. They may choose to draft and sign a binding agreement following the mediation, but if an agreement is not reached, litigation remains an option.


Arbitration is more like a simplified litigation. Each side presents their case- including evidence, arguments, and witnesses – to a panel of arbitrators, though a single arbitrator may be used. Usually, one arbitrator is selected by each party, and a third is selected by the two chosen arbitrators. The panel then decides the case and the appropriate award. If the parties have agreed to a binding arbitration, the award is enforceable in court and has limited appeal options.

Arbitration can be faster and cheaper than a court proceeding, and the dispute stays out of the public eye, which is why many companies put arbitration agreement provisions in their contracts. However, arbitration requires both parties to forfeit control of the outcome of the dispute.

Looking for a Virginia or Maryland litigation attorney? Call us at 703-369-4738 or check out our litigation team here.


Meet the Staff: Susan Martin

In this blog series, we are introducing the VF&N staff who work behind the scenes to make the work our attorneys do for our clients possible.

They are legal assistants, bookkeepers, receptionists, and office managers (and marketing directors!). If you’ve ever wondered about the inner workings of our firm, we are pulling back the curtain to shine a light on our dedicated staff!

Meet Susan Martin, paralegal

Susan is a paralegal working primarily in the commercial real estate practice. She is responsible for conducting the research that is at the heart of our clients’ legal and business needs, in addition to preparing legal documents, title work, and coordinating with clients.

Prior to joining the VF&N team in December 2016, Susan had managed attorneys at a private student loan company, worked for a nonprofit in D.C., and at an environmental insurance agency in California. She earned her Bachelor of Arts in Communications from Messiah College, and her Master of Science in Law and Public Policy from California University of Pennsylvania. She also has a Paralegal Certification from Georgetown University.

Law runs in the family; Susan’s father is a lawyer, and though she has no immediate plans to pursue a law degree while raising her two young children, she says it has “crossed her mind.”

When asked what she likes the most about VF&N, her immediate reply was, “the people – [VF&N] is the best work environment; everyone here is so helpful and supportive”. Although she had no prior paralegal experience, she says that all the attorneys, especially her direct supervisor, Rick Nishanian, have been incredible mentors, training her “the VF&N way.” When it comes to the work, Susan loves that she sees the positive impact of her work on the community from helping set up new businesses or supporting existing ones: “it feels purposeful,” she says.