Delray Beach Business Divorce Attorney

Two owners who once agreed on everything now cannot agree on who signs the checks, whether the company should be sold, or what a share of it is worth. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners, investors, and families across Palm Beach County and Broward County, and a Delray Beach business divorce attorney from our firm can step in when co-owners reach that breaking point.

A business divorce is the separation of co-owners, whether they hold interests as LLC members, shareholders, or partners. Unlike a marriage, there is no single statute that governs the split. The outcome depends on what your operating agreement or shareholder agreement says, which Florida entity statute applies, and whether the owners can still talk to each other at all. Some of these disputes end in a negotiated buyout over a few weeks. Others end in a contested court proceeding that lasts a year or more.

Delray Beach has a dense base of closely held companies: restaurants and retail along Atlantic Avenue, professional practices, property-holding LLCs, construction and service businesses, and investment entities owned by people who split time with the Northeast. Many of those companies were built on a handshake and an operating agreement that nobody has read since the day it was signed. When trouble starts, that document becomes the most important piece of paper in the case.

Why Choose the Andrew M. Schwartz Legal Team for a Business Divorce

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s most contentious business and real estate disputes, serving clients in Delray Beach, Boca Raton, West Palm Beach, Fort Lauderdale, and throughout Palm Beach and Broward Counties. Business divorce, partnership and member disputes, and complex contract litigation sit at the center of what the firm does. Clients include partners, LLC members, shareholders, minority owners, and family members who own companies together, along with out of state owners from New York, New Jersey, and Connecticut whose co-owners or properties are here in South Florida.

Andrew M. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. The firm works as a true legal team, so everyone on your matter knows the file, and there is a strict 24 hour return call policy when an attorney is in court and cannot answer right away.

Results matter more than adjectives. After a 5-day bench trial in Broward County Circuit Court, the firm obtained a 32-page final judgment awarding its client specific performance of a commercial real estate contract. That kind of outcome comes from careful work on contract language and the history of the parties’ dealings, which is the same work that drives most business divorces. The firm also handles mediation and arbitration, and Mr. Schwartz’s philosophy is that clients usually want a lawyer who uses finesse when finesse will do and who keeps fees in proportion to what is at stake.

Disputes That Lead Delray Beach Owners to Seek a Business Divorce

• Deadlocked Management: Two 50/50 owners, or an even split of managers, can freeze a company when neither side will yield. Deadlock is a recognized ground for judicial dissolution of an LLC when it cannot be broken and irreparable injury to the company is threatened or occurring.
• Buyouts and Valuation Fights: One owner wants out, or the others want to push someone out, and the price becomes the battleground. Disagreements over discounts, goodwill, and which financial year to use are common, and the agreement may set a formula that one side now disputes.
• Breach of Operating or Shareholder Agreements: Ignored voting thresholds, unapproved capital calls, side deals, and violated non-compete or transfer restrictions are frequent triggers, and these cases often turn on exact wording.
• Breach of Fiduciary Duty: Managers and controlling owners owe duties to the company and to the other owners. Self-dealing, usurping opportunities, and favoring one owner’s interests over the company’s can support claims and, in serious cases, dissolution.
• Missing or Diverted Money: Unpaid distributions, commingled accounts, disputed capital contributions, and partners who cannot account for funds lead to claims for an accounting and recovery of the money, sometimes with a request for emergency relief to freeze spending.
• Minority Owner Freeze-Outs: Majority owners sometimes cut a minority owner out of information, salary, and decisions while keeping the profits. Statutory buyout elections and dissolution remedies exist for exactly this situation.
• Family and Friend-Owned Companies: Siblings who inherited a business, parents and children with different plans, and spouses or in-laws with shared ownership face the same legal questions as strangers, with far more emotion attached.
• Jointly Owned Real Estate: When the business owns property or the partners hold it together, a partition action or title dispute often runs alongside the corporate fight.

How a Florida Business Divorce Typically Unfolds

Most cases begin with a document review rather than a lawsuit. Before anyone files anything, the first task is reading the operating agreement or shareholder agreement for buy-sell provisions, deadlock mechanisms, expulsion or dissociation clauses, dispute resolution requirements, and any clause that sends the fight to mediation or arbitration. Some agreements contain a deadlock sale provision, and under the LLC statute a valid one that is initiated before a court finds deadlock can displace the court’s own dissolution and buyout remedies. Missing that clause can mean fighting about the wrong thing.

Next comes the pre-suit phase: a demand letter, a request for books and records, and often an offer to negotiate a buyout. Many disputes settle here or in mediation, particularly when both owners would rather keep the business’s value than burn it on fees. When settlement fails, the case moves to court. Business divorces are equitable in character, and the remedies available depend on the entity type.

For an LLC, a member or manager can petition a circuit court for dissolution on grounds that include unlawful conduct of the company’s affairs, impracticability of operating under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, and deadlock with threatened or actual irreparable harm. Once a petition shows sufficient merit, the court can appoint a receiver or custodian or order a purchase of the petitioner’s interest, and it must hold a hearing after notice before a receiver or custodian is appointed.

For a corporation, shareholder dissolution petitions work differently in one important respect. Once a shareholder files on certain grounds, the corporation, or if it does not act, one or more other shareholders, can elect to buy the petitioner’s shares at fair value and avoid dissolution. The corporation must notify the other shareholders of that right within 30 days after the proceeding begins. If the parties agree on fair value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it, so the decision to elect, or to resist, should never be made casually.

Throughout the case, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets while the dispute is pending. That is often the first fight: stopping a partner from draining accounts, moving inventory, or transferring property before the court can rule.

What to Do and Where Cases Are Heard

If you are in the middle of a breakdown with a co-owner, start by gathering documents before access disappears: the operating agreement or shareholder agreement and every amendment, the articles of organization or incorporation, tax returns, financial statements, bank statements, capital contribution records, loan guarantees, major contracts, and emails or texts that show how decisions were actually made. If you still have access to accounting software and bank portals, record what is there now and do it lawfully. Do not take, delete, or alter company records, and do not start paying yourself to even the score; those moves tend to hand the other side a fiduciary duty claim.

Then talk to counsel before you send an angry message or sign anything. Deadlines matter. A claim on a written agreement generally carries a five-year limitations period in Florida, while claims not founded on a written instrument carry four years. Fraud claims run four years from discovery, subject to a 12-year outer cap, and an action for specific performance has a one-year period. Because several theories may apply to one set of facts, waiting to see how things develop can quietly close doors.

Delray Beach has a South County Courthouse, though business litigation of this size is generally handled in the circuit civil division, since claims above the county court threshold belong in circuit court. If the company or the defendants are in Broward County, the Seventeenth Judicial Circuit sits in and for Broward County and operates a complex business division that handles dissolution of certain business entities and large business litigation. A case can be filed directly into a Broward complex business division only by following the procedure set out in that circuit’s administrative order. Disputes with the right federal jurisdictional basis can go to the U.S. District Court for the Southern District of Florida, which covers both counties and holds court in West Palm Beach and Fort Lauderdale.

Expect a business divorce to take longer than most owners hope. Early weeks are usually about preserving assets, getting the books in order, and deciding whether a buyout is realistic. Discovery, valuation experts, and mediation come next. A good lawyer will tell you early whether the case is more likely to resolve through negotiation or whether you should plan on a trial.

Real Estate, Partition, and Title Problems Inside a Business Split

Many business divorces involve land. A property may be held by the company, by the partners individually, or in a separate entity, and the way title is held determines which remedies are available. When co-owners cannot agree what to do with real estate, Florida’s partition statutes allow a court to divide the property or, if division cannot be done without prejudice to the owners, order it sold at public auction with proceeds divided according to each owner’s share. The court appoints three commissioners to evaluate whether the land can be divided fairly. If the court orders a sale on credit for good cause, at least one-third of the purchase price must be paid down unless all parties agree otherwise.

Where the property was inherited by relatives, a separate set of rules, the Uniform Partition of Heirs Property Act, may apply and favor keeping property in the family through buyout rights before any forced sale. Title clouds are a separate problem. A quiet title action lets an owner ask the circuit court to determine ownership and remove competing claims, and the plaintiff generally must trace title back at least seven years before filing unless the court orders otherwise. A quiet title suit may be filed in any county where any part of the land sits.

The firm handles both the corporate side and the real estate side of these disputes, which matters when a buyout negotiation turns on a building, or when one partner’s side deal clouds title to the company’s only significant asset.

Common Questions About Business Divorce in Delray Beach

What is a business divorce?

It is the separation of co-owners of a company, whether LLC members, shareholders, or partners. It can end in a negotiated buyout, a sale of the business, a structured wind-down, or a court-ordered dissolution if the owners cannot agree.

Can I force a partner out of my Florida LLC?

That depends on your operating agreement and the partner’s conduct. Many agreements contain buyout, expulsion, or dissociation clauses, and Florida’s LLC statute offers judicial remedies when a member has engaged in serious misconduct or the company cannot practicably operate. A lawyer needs to read the agreement before telling you which route is available.

My partner is taking money from the company. What can I do?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of funds. If assets are at risk of being moved or spent, a court can issue injunctive relief while the case is pending. Gathering bank records early makes these claims much stronger.

Do we have to go to court to split up?

No. Many business divorces resolve through negotiation, mediation, or arbitration, and some operating agreements require one of those steps before a lawsuit. The firm handles all of these paths as well as courtroom litigation.

What does a deadlock sale provision do?

Some agreements contain a mechanism, sometimes called a shotgun or buy-sell clause, that lets one owner trigger a sale or buyout when the owners cannot agree. If it is properly initiated before a court finds deadlock, it can take the place of a judicial dissolution order or a court-ordered purchase.

How long do I have to file a claim over a broken agreement?

For a claim founded on a written instrument, Florida allows five years. Claims not based on a written instrument have four years. Fraud claims are four years from discovery with a 12-year cap, and specific performance actions have one year, so the right deadline depends on the theory.

As a minority owner, can I get my money out of the business?

Possibly. Depending on the entity and the facts, remedies can include a negotiated buyout, a statutory fair value purchase after a dissolution petition, an accounting of company finances, or court-supervised dissolution. Which remedy fits depends on whether you were frozen out, whether funds were diverted, and what the agreement says.

Can a court appoint someone to run the company during the fight?

Yes, in appropriate cases. In an LLC dissolution proceeding, a court can appoint a receiver or custodian after notice and a hearing, and in a corporate dissolution case the court can also appoint a receiver or custodian, issue injunctions, and preserve assets until a full hearing.

Does it matter that we are family?

The legal rules do not change, but how the case should be handled does. Siblings, parents and children, and spouses or in-laws with shared ownership often benefit from discretion and a settlement structure that lets them keep dealing with each other afterward, while financial interests are still protected.

I live in New York or New Jersey. Can I handle this from out of state?

Yes. The firm regularly represents owners from New York, New Jersey, and Connecticut who have companies or property in South Florida. We handle the local court appearances, keep you informed at every stage, and arrange scheduled conference calls so you do not have to travel for every hearing.

Will my partner’s lawyer and I be forced to mediate?

Mediation is commonly ordered or agreed to in business disputes, and many operating agreements require it. It is a good opportunity to settle on your own terms, but you should walk in with a valuation, a clear goal, and a lawyer who has reviewed the governing documents.

Is it worth hiring a lawyer if my dispute seems small?

Often yes, particularly early. A short document review can reveal a buyout clause, a deadlock mechanism, or a deadline that changes your options. The firm’s approach is to look for the resolution that fits your goals and budget rather than prolonging a case for its own sake.

Serving Business Divorce Clients Throughout Delray Beach and South Florida

The firm also serves owners in Boca Raton, Deerfield Beach, Boynton Beach, Jupiter, Palm Beach Gardens, West Palm Beach, and Royal Palm Beach, and across Palm Beach County generally.

In Broward County, we represent clients in Fort Lauderdale, Pompano Beach, Coral Springs, Parkland, Plantation, Sunrise, Hollywood, and Hallandale Beach. Clients who live in New York, New Jersey, or Connecticut but own a business, investment property, or an interest in real estate in this region are also part of what we do every day, and we manage the proceedings here so you can stay where you are.

Speak With a Delray Beach Business Divorce Lawyer Today

Waiting rarely helps in a breakdown between owners. Money moves, records disappear, and deadlines pass. If you are in a deadlock, a freeze-out, or a fight over missing funds, a Delray Beach business divorce lawyer at the Andrew M. Schwartz Legal Team can review your agreement, explain the options that actually apply, and tell you what a realistic outcome looks like. Call us to schedule a consultation and we will talk through where your company stands and what to do next.