Jupiter Partnership Dispute Attorney

The Andrew M. Schwartz Legal Team represents business owners, LLC members, shareholders, and co-investors in Jupiter, Palm Beach County, and across South Florida when the people they went into business with become the problem. A Jupiter partnership dispute attorney gets called when the books stop adding up, when one owner locks the others out of decisions, or when two equal partners cannot agree on whether to sell, expand, or shut down.

Jupiter’s business community runs on closely held companies: marine and boating businesses, medical and professional practices, restaurants, construction and development ventures, and investment real estate held by partners who may live in Jupiter, New York, or Connecticut. Those are exactly the kinds of companies where the ownership agreement, if one exists, was written on a handshake or copied from a template, and where a falling-out can freeze the business overnight.

The first thing worth knowing is that the form of the entity changes the remedies available to you. A deadlocked LLC, a shareholder squeezed out of a corporation, and a general partner who has been quietly diverting revenue are three different problems under Florida law, and the right opening move for each is different.

How Florida Law Treats a Deadlocked or Broken Business Relationship

When owners cannot work together, the question is whether a court will step in and what it will do once it does. For an LLC, Florida’s statute lets a member or manager ask a circuit court for judicial dissolution on several grounds: the company’s activities are being run unlawfully, it is no longer reasonably practicable to carry on the business under the articles and operating agreement, the people in control are acting or are expected to act illegally or fraudulently, company assets are being misappropriated or wasted to the company’s injury, or the managers or members are deadlocked and irreparable injury to the company is threatened or already happening.

Dissolution is not the only outcome, and often it is not the best one. In an LLC dissolution case the court can, on a showing of sufficient merit, appoint a receiver or custodian, or order the company or other members to buy out the petitioning member’s interest. A receiver or custodian cannot be appointed without a hearing, with notice to the parties and to anyone the court designates. If your operating agreement contains a deadlock sale mechanism, such as a buy-sell or shotgun provision, and one side starts it before the court finds that deadlock grounds exist, that contractual mechanism takes the place of a dissolution order or court-ordered buyout, provided it is then carried through.

Corporations follow a parallel track. A shareholder can petition a circuit court for dissolution or another remedy, including where the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. Once a shareholder files on the oppression-type grounds, the corporation must notify the other shareholders within 30 days that they can avoid dissolution by electing to buy the petitioner’s shares at fair value. If the parties agree on 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 make one should never be casual. While the case is pending, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets.

The practical takeaway is that a lawsuit filed in the right posture can force a negotiated buyout, and a lawsuit filed carelessly can hand the other side leverage. How the claim is framed matters from the first pleading.

Why Choose the Andrew M. Schwartz Legal Team for a Partnership Dispute

The Andrew M. Schwartz Legal Team serves business owners, investors, and families in Palm Beach County and Broward County, including Jupiter, West Palm Beach, Boca Raton, and Fort Lauderdale, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida. Business divorce, partnership and member disputes, and complex contract litigation sit at the center of the practice.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with his career built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. 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 practices as a true legal team, which means everyone working on your matter knows the file and can answer when you call. There is a strict 24 hour return call policy when the attorneys are in court. The attorneys are experienced in mediation and arbitration as well as courtroom litigation, and they look for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake.

Results in contested business litigation matter more than adjectives. After a 5-day bench trial, a Broward County circuit court issued a 32-page final judgment on May 15, 2024, awarding the firm’s client specific performance of a commercial real estate contract. That outcome reflects the kind of detailed, document-driven trial preparation that partnership cases demand, where the wording of an agreement and the history of how the parties actually behaved often decide the case.

Common Partnership and Co-Owner Disputes We Handle for Jupiter Businesses

• Deadlocked Management: Two 50/50 owners, or an even-numbered board, cannot reach a decision on hiring, spending, or selling, and the company stalls. Florida’s LLC statute treats a deadlock that threatens irreparable injury as a ground for judicial dissolution, and the operating agreement may contain a buy-sell provision that controls first.
• Buyouts and Valuation Fights: One owner wants out, or the others want to push someone out, and nobody agrees what the company is worth. Valuation disputes turn on the agreement’s formula, if any, and on financial evidence about earnings, assets, and goodwill.
• Breach of Operating or Shareholder Agreements: A partner ignores consent requirements, competes with the company, or violates transfer restrictions. These cases often turn on exact contract wording, and the five-year limitations period for written contracts governs claims founded on a signed agreement.
• Breach of Fiduciary Duty: A managing partner or manager self-deals, takes company opportunities for personal benefit, or acts against the interests of the minority. Claims can include an accounting and recovery of what was taken.
• Missing or Diverted Company Money: Unpaid distributions, commingled accounts, disputed capital contributions, and managers who cannot account for funds. The statute lists misappropriation or waste of assets as a ground for dissolution, and emergency injunctive relief can freeze assets while the case proceeds.
• Minority Owner Squeeze-Outs: A majority owner cuts off distributions, removes a minority partner from management, or dilutes their interest. Shareholders and members in this position have statutory remedies, including court-supervised buyouts.
• Family Business Disputes: Siblings who inherited a company, parents and children with different visions, or spouses and in-laws sharing ownership. These cases require discretion alongside firm protection of financial interests.
• Jointly Owned Real Estate: When a partnership or investment group owns property and the owners cannot agree, a partition action in circuit court can divide the property or force its sale. A quiet title action addresses competing ownership claims.

What to Do in the First Days of a Partnership Dispute

Start by collecting the documents that define the relationship: the operating agreement, shareholder agreement, or partnership agreement; articles of organization or incorporation; any amendments; capital contribution records; tax returns and K-1s; bank statements; and the emails and texts where the disagreement took shape. If you do not have a written agreement, that is itself important, because it changes which default rules apply and which limitations period governs. Do not delete anything, and do not start copying company files you are not authorized to access, because that can create problems for you later.

Read the agreement for a dispute resolution clause before anything else. Many operating agreements require mediation or arbitration, designate a venue, or set a pre-suit notice period. Skipping a required step can get a filing dismissed or delayed. The agreement may also contain a buy-sell or deadlock provision, and whether you trigger it, or the other side does first, can change your options significantly.

Watch the clock. A claim founded on a written instrument carries a five-year limitations period in Florida. A claim on an oral or implied agreement carries four years, and rescission also carries four. A fraud claim runs four years from discovery, with an outer limit of 12 years. A claim for specific performance has just one year. Professional malpractice claims against an accountant or other adviser run two years from when the claim was or should have been discovered. If a partner is moving assets now, waiting to see how things develop can cost you the ability to recover them, so speak with counsel quickly even if you hope the matter settles.

As for where a case lands, Jupiter sits in Palm Beach County, which is covered by the Fifteenth Judicial Circuit. Disputes above $50,000 are heard in circuit court, and a partnership or LLC dispute seeking dissolution, an accounting, or injunctive relief belongs there. Smaller contract claims fall to county court. If the other side is in Broward County, that county’s Seventeenth Judicial Circuit has a complex business division that handles dissolution of certain business entities and large business litigation, with a direct-filing process set by administrative order. Federal cases, where diversity jurisdiction exists, go to the U.S. District Court for the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. Out of state owners should know that the firm handles the local court appearances, so you do not have to travel for each hearing.

Finally, avoid the two most common mistakes: confronting the partner by email in a way that creates a damaging record, and making informal side deals to “just move on” without understanding what you are giving up. A buyout proposal made casually can be used against you in valuation. Route negotiations through counsel.

Injunctions, Receivers, and Stopping Damage While the Case Is Pending

Some partnership disputes cannot wait for a final judgment. If a partner is draining accounts, selling company property, or shutting out a co-owner from operations, the harm may be complete before trial. The firm is experienced in obtaining temporary and permanent injunctions, including early and emergency relief, to protect business interests, company assets, and real property while the dispute is resolved. In dissolution proceedings, courts can also appoint a receiver or custodian to preserve and manage assets, after notice and a hearing.

Emergency relief is only as good as the evidence supporting it. Bank records, transfer histories, and a clear explanation of the harm that cannot be repaired with money later are what persuade a judge. Building that record early, before the other side knows what you are planning, often shapes the whole course of the case.

Partnership Dispute Questions Jupiter Business Owners Ask

What is a business divorce?

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

Can I force my partner out of an LLC in Florida?

It depends on your operating agreement and the partner’s conduct. Many agreements contain buyout, expulsion, or dissociation provisions, and Florida’s statute provides court remedies when a member’s conduct is unlawful, fraudulent, or injurious to the company. An attorney needs to review the agreement before you act.

What can I do if my partner is taking money from the business?

You may have claims for breach of fiduciary duty, an accounting, and recovery of the funds. Misappropriation or waste of assets is also a statutory ground for judicial dissolution of an LLC, and a court can issue emergency orders to stop assets from being moved or spent while the case is pending.

Is a verbal partnership agreement enforceable in Florida?

It can be, but it is harder to prove. A claim on an oral or implied contract has a four-year limitations period, shorter than the five years for a written one. Emails, payment history, tax filings, and how the parties actually treated each other become the evidence.

How long do I have to sue my business partner?

For breach of a written agreement, five years. For an oral or implied agreement, four. Fraud runs four years from discovery, capped at 12. A specific performance claim has only one year. The right clock depends on how your claim is framed, so confirm with counsel early.

Does every partnership dispute end up in court?

No. Many resolve through negotiation, mediation, or arbitration, and many agreements require one of those steps first. The firm’s attorneys are experienced in both alternative dispute resolution and trial, and pursue the path most likely to meet your goals efficiently.

What happens to the business while we fight?

Usually it keeps operating, which is why interim protections matter. A court can issue injunctions, appoint a receiver or custodian after a hearing, and take other steps to preserve assets. In some cases a negotiated interim arrangement keeps revenue flowing while the ownership question is resolved.

If my partner starts a buy-sell or shotgun clause, does that affect my lawsuit?

It can. Where an LLC’s operating agreement has a deadlock sale provision and it is initiated before the court finds deadlock grounds exist, the contractual process applies in place of a dissolution order or court-ordered buyout, provided it is carried through. For corporations, filing a dissolution action on certain grounds does not take away a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement.

Can I be bought out at fair value if I am the minority owner?

In a corporate dissolution proceeding, the corporation or other shareholders may elect to purchase the petitioner’s shares at fair value, and the court can set terms if the parties do not agree within 60 days. For an LLC, a court can order a purchase of a petitioning member’s interest. What counts as fair value, and whether discounts apply, is often the real fight.

I live in New York and my partner is in Jupiter. Can you handle this?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with business or real estate in South Florida, handles the Florida court proceedings, and keeps you informed at every stage.

Can I partition real estate I own with a former partner?

Yes. Florida partition actions are brought in circuit court. The court can divide the property or, if that cannot be done fairly, order a sale and divide the proceeds. If the property qualifies as inherited heirs property, a separate statutory process with additional protections for cotenants applies.

Do you work with other attorneys on partnership cases?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out of state attorneys whose clients have disputes in Florida. The firm keeps referring counsel informed throughout and respects the referring attorney’s relationship with the client.

Serving Partnership Dispute Clients From Jupiter Across South Florida

The firm’s work for Jupiter business owners reaches across Palm Beach County, from Jupiter Inlet Colony, Tequesta, and Juno Beach through Palm Beach Gardens, North Palm Beach, Lake Park, Riviera Beach, and West Palm Beach. Clients also come from Wellington, Royal Palm Beach, Lake Worth Beach, Boynton Beach, Delray Beach, and Boca Raton, as well as Palm Beach and the western communities of the county.

Farther south, the team represents owners and investors in Broward County, including Deerfield Beach, Pompano Beach, Fort Lauderdale, Hollywood, Plantation, and Coral Springs. Many of the firm’s clients live in New York, New Jersey, and Connecticut and own businesses or investment property in these communities, and the firm handles the local court appearances for them. Whether the partner you are fighting runs a company in Jupiter or holds a share of a property in Broward, the firm can litigate in the state and federal courts that cover both counties.

Talk to a Jupiter Partnership Dispute Lawyer Before the Dispute Costs More

If a business partner, co-member, or fellow shareholder has become the biggest threat to what you built, a conversation with a Jupiter partnership dispute lawyer at the Andrew M. Schwartz Legal Team can clarify your options before positions harden. Call the firm to schedule a consultation, bring your agreements and financial records, and get a candid assessment of whether your situation calls for negotiation, a buyout, or litigation.