Palm Beach Business Divorce Attorney

Palm Beach County business divorces are decided in the Fifteenth Judicial Circuit, a general jurisdiction court with dozens of circuit judges, and the first question in almost every case is not who is right but what the governing documents actually say about leaving. The Andrew M. Schwartz Legal Team represents business owners, LLC members, shareholders, and family co-owners in a Palm Beach business divorce attorney practice that covers buyouts, deadlocks, valuation fights, and judicial dissolution across Palm Beach County and Broward County.

A business divorce is rarely one dispute. It is usually a stack of them: a partner who stopped contributing, a manager who cannot explain where money went, an operating agreement that says nothing useful about exit, and a company that cannot make decisions because two owners hold equal votes. Florida’s LLC and corporate statutes give courts real tools to sort this out, including dissolution, court-ordered buyouts, receivers, and injunctions, but which tool fits depends on the entity type, the agreement, and what each side is actually doing right now.

The sections below explain how these cases work in the Palm Beach courts, what grounds Florida law recognizes, and what an owner should do in the first days of a breakdown.

How Florida Law Lets Co-Owners Separate: Dissolution, Buyouts, and Deadlock Sales

For an LLC, the circuit court can order dissolution on a petition from a manager or member when specific grounds exist. Florida recognizes five: the company’s affairs are being conducted unlawfully; it is not reasonably practicable to carry on the business consistent with the articles and operating agreement; the people in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; assets are being misappropriated or wasted to the company’s injury; or the managers or members are deadlocked, cannot break the deadlock, and the company is suffering or threatened with irreparable injury.

Dissolution is not the only outcome. When a petition has sufficient merit, the court may appoint a receiver or custodian, but only after a hearing on notice to the parties and any interested person the court designates. The court may also order the company or other members to purchase the petitioning member’s interest. That buyout option is often what actually resolves these cases, because it lets one side keep the business and the other side exit with a court-determined value.

Operating agreements can change the path. If an LLC agreement contains a deadlock sale provision, such as a shotgun or buy-sell clause, and a party starts that process before the court finds deadlock grounds exist, the contractual mechanism governs in place of judicial dissolution or a court-ordered purchase, so long as it is then carried through. Timing and drafting matter a great deal here, which is why the agreement should be read before anyone files anything.

Corporations follow a parallel but distinct set of rules. A shareholder can ask the circuit court for dissolution on statutory grounds, including a corporation that has abandoned its business and failed within a reasonable time to liquidate and dissolve. In a shareholder-initiated dissolution case, the corporation, or if it does not act, other shareholders, may elect to buy the petitioner’s shares at fair value. 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. The election is irrevocable unless the court finds it equitable to set it aside or modify it. The corporation must also notify the other shareholders, within 30 days after the case begins, that they can avoid dissolution by electing to buy. Filing for dissolution does not cost a shareholder the right to start an available deadlock sale under a compliant shareholder agreement.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s difficult business and real estate disputes, serving clients in Palm Beach County, Broward County, 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 here.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University in 1986 and his law degree at 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, which matters when a dispute may land in the Southern District of Florida, whose federal courthouse in West Palm Beach covers Palm Beach County.

The firm practices as a true legal team: everyone working on a matter knows the file, calls are answered, and there is a strict 24 hour return call policy when the attorneys are in court. Business divorces are emotional and expensive, and the firm’s approach is to use finesse when finesse will do and to look for the resolution that fits the client’s goals and budget. The attorneys are experienced in mediation and arbitration as well as courtroom litigation.

The firm’s trial record includes a 5-day bench trial in Broward County that ended in a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That result reflects the kind of document-driven, detail-heavy preparation that business divorce cases also demand, since they so often turn on the exact wording of an agreement and the parties’ history of dealing with each other. Many of the firm’s matters also come as referrals from other attorneys, including out of state lawyers whose clients have Florida disputes.

Situations That Lead Palm Beach Owners to Seek a Business Divorce

• Deadlocked Management: Two 50/50 owners, or a board split evenly, cannot approve a budget, a sale, a lease renewal, or a hire. Florida treats deadlock with irreparable injury as a statutory ground for LLC dissolution, and a deadlock sale clause in the agreement may control instead.
• Minority Owner Squeeze-Outs: A controlling member cuts off distributions, removes a minority owner from management, or pays himself or herself through side arrangements. These cases combine fiduciary duty claims with requests for an accounting and, sometimes, a court-ordered buyout.
• Valuation Disputes: Both sides agree the relationship is over but not what the interest is worth. Whether the standard is fair value or a formula in the agreement, discounts, goodwill, and the choice of valuation date can move the number substantially.
• Missing or Diverted Company Funds: A partner or manager cannot account for company money, commingles accounts, or takes unauthorized distributions. Misappropriation and waste are independent grounds for LLC dissolution and support claims for an accounting and recovery of the funds.
• Breach of Operating or Shareholder Agreements: A member ignores capital call terms, competes with the company, transfers an interest in violation of transfer restrictions, or skips required consents. The agreement’s wording usually decides the case.
• Family Business Breakups: Siblings who inherited a company, parents and children with different visions, or spouses and in-laws with shared ownership. These disputes need discretion, because the relationship is at stake alongside the company.
• Jointly Owned Real Estate Inside the Business: Former partners who hold investment property together may need a partition action, in which the court divides the property or orders it sold and splits the proceeds, alongside the entity-level dispute.
• Emergency Asset Protection: When assets are being moved or spent mid-dispute, a temporary injunction or the appointment of a receiver or custodian may be needed before the case is decided on the merits.

What an Owner Should Do in the First Weeks of a Breakdown

Start with the documents. Pull the articles of organization or incorporation, the operating or shareholder agreement and every amendment, buy-sell agreements, capital account records, tax returns, bank statements, and the company’s financial statements. The agreement usually contains the first answers: buyout formulas, transfer restrictions, expulsion or dissociation provisions, dispute resolution clauses that require mediation or arbitration, and sometimes a deadlock sale mechanism with its own notice and timing requirements. Missing a contractual step can cost leverage.

Preserve access and evidence, but do it lawfully. Keep copies of records you are entitled to see as an owner, avoid deleting anything, and do not take company funds or property to even a perceived score. Conduct that looks like self-dealing by you can be used to justify a counterclaim, a freeze on distributions, or a receiver. If you suspect the other side is moving money, tell counsel immediately, because courts act on emergency injunctions based on specific facts, not general suspicion.

Watch the deadlines. In Florida, an action on a written contract generally must be brought within five years, while an oral or implied contract claim has four. Fraud claims run four years from discovery, subject to an outer limit of 12 years. A claim for specific performance has only one year, which is why a buy-sell dispute should not be left to drift. Professional malpractice claims, for instance against an accountant or former lawyer involved in the business, carry a two-year period measured from when the claim was or should have been discovered. Because limitation periods are measured claim by claim, a quick review is worth far more than waiting to see whether the relationship recovers.

For Palm Beach County companies, business cases of this kind are generally filed in the Fifteenth Judicial Circuit’s circuit court in West Palm Beach, where a differentiated case management order assigns each civil case to one of three tracks. Disputes involving amounts above the county court ceiling belong in circuit court, and nearly every business divorce exceeds that. If the company or its assets also sit in Broward County, the Seventeenth Judicial Circuit in Fort Lauderdale has a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and a case can be directly filed there only by following the circuit’s administrative order and e-filing the required form with the Clerk.

Finally, avoid the common mistakes: signing a “temporary” standstill without reading it, negotiating a buyout number before seeing the books, letting a notice period under the agreement lapse, and discussing strategy in company email the other owner can access. A consultation before you respond to the other side’s first letter can change what options remain.

Valuation, Receivers, and Injunctions: The Pressure Points in a Contested Exit

Most contested business divorces turn on three levers. The first is value. A buyout under a court order or a shareholder election to purchase is built on fair value, and the arguments are about which assets and earnings count, whether minority or marketability discounts apply, and how related-party transactions should be adjusted. Documents the company has kept, such as general ledgers and tax filings, tend to matter more than later-created projections.

The second is control during the case. In a dissolution proceeding the court may appoint a receiver or custodian when the showing supports it, after a hearing with notice to the parties and a person the court designates. In corporate dissolution cases, the court can also issue injunctions, preserve corporate assets, and keep the business operating until a full hearing. A receiver can stabilize a company that is leaking cash, but a receiver also adds cost and takes control away from both owners, so the decision to seek one deserves careful thought.

The third is speed. Where assets are being diverted or a partner is about to sell or encumber something central to the business, the practical question is whether a temporary injunction can be obtained quickly enough. The firm regularly seeks early and emergency injunctive relief to protect company assets, vital business interests, and real property while the dispute is pending. Once the immediate danger is contained, the parties are often better positioned to resolve valuation and exit terms through negotiation, mediation, or arbitration instead of a full trial.

Palm Beach Business Divorce Questions Answered

What is a business divorce?

It is the separation of co-owners of a company, whether they hold partnership interests, LLC membership interests, or shares. It can end in a negotiated buyout, a sale of the business, a structured wind-down, or a court-ordered dissolution when the owners cannot agree.

Can I force a business partner out of my Florida LLC?

It depends on the operating agreement and the conduct at issue. Many agreements have expulsion, dissociation, or buyout provisions. Florida law separately gives members a path to court-ordered remedies when the company is deadlocked, assets are being misappropriated, or it is not reasonably practicable to run the business under the agreement.

What happens if my operating agreement says nothing about leaving?

The statutory framework fills the gap. You may petition the circuit court for dissolution on one of the recognized grounds, and the court can consider a receiver or a buyout of the petitioning member’s interest instead. Silence in the agreement often increases cost and uncertainty, because everything must be proven to a judge.

Is a deadlock sale clause better than going to court?

Not automatically. A deadlock sale provision that is properly initiated before the court finds deadlock grounds can displace judicial dissolution and a court-ordered purchase. It can be fast and private, but it can also favor the owner with more cash or better information, so the decision to trigger it should follow a valuation review.

What if my partner is taking money from the company?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. Misappropriation and waste of assets are also grounds for LLC dissolution. If money is actively leaving, an injunction can freeze the movement of assets while the case proceeds.

How long do I have to sue over a breach of the partnership or shareholder agreement?

A claim founded on a written instrument generally has five years in Florida, and an oral or implied contract claim has four. Specific performance has just one year, and fraud runs four years from discovery within a 12 year outer limit. The facts of each claim decide which period applies, so do not wait.

Will a Palm Beach business divorce be heard by a special business judge?

Cases filed in Palm Beach County go to the Fifteenth Judicial Circuit and are assigned under its case management system. Broward County’s Seventeenth Judicial Circuit has a dedicated complex business division that handles dissolution of certain entities and large business disputes, which can matter if the company operates in both counties.

I live in New York or New Jersey. Do I have to travel to Florida for every hearing?

No. The firm regularly represents out of state owners with Florida businesses or real estate, handles the local court appearances, and keeps you informed at each stage. Scheduled conference calls are arranged at times that work for everyone.

Can a shareholder buy out the person who sued for dissolution?

Yes. In a corporate dissolution case brought by a shareholder on certain grounds, the corporation, or other shareholders if it does not act, may elect to purchase the petitioner’s shares at fair value. If the parties agree on value and terms within 60 days after the first election, the court enters an order directing the purchase. The election generally cannot be withdrawn unless the court finds it equitable.

Do I need to go to trial to end a business partnership?

Often not. Many disputes resolve through negotiation, mediation, or arbitration, especially once valuation is addressed and any immediate asset-protection issues are handled. The firm pursues the path most likely to achieve the client’s goals efficiently, and prepares for trial where it cannot be avoided.

If we also own real estate together, does that complicate the divorce?

It can. Jointly owned property may require a separate partition action, in which the court divides the property or orders it sold and divides the proceeds. Title questions may also need to be resolved in the same overall strategy, so the entity dispute and the real estate dispute are best planned together.

Is it worth hiring a lawyer if the business is small?

A short consultation is usually worth it, because the operating agreement, the limitation periods, and the available buyout mechanisms can shape your leverage before any money is spent on litigation. Small companies are often the ones with the thinnest paper trail, which makes early guidance more useful.

Serving Business Owners Across Palm Beach County and South Florida

The firm’s business divorce work begins in Palm Beach County and extends throughout it. Owners come from West Palm Beach and the surrounding downtown business district, Palm Beach Gardens, Jupiter, North Palm Beach, Riviera Beach, Lake Worth Beach, Boynton Beach, Delray Beach, Boca Raton, Wellington, Royal Palm Beach, Greenacres, Palm Beach Shores, and the communities of the western county such as Belle Glade. Many are closely held companies, professional practices, restaurants, development ventures, and family-owned operating businesses whose owners need to separate without destroying the enterprise.

The firm also represents clients across neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood, where companies and real estate holdings frequently straddle the county line. Beyond Florida, the firm acts for owners in New York, New Jersey, and Connecticut who have business partners, investment property, or co-owned real estate in South Florida and want a local litigator who understands how they do business.

Talk to a Palm Beach Business Divorce Lawyer Before the Next Move

If you are weighing a buyout, facing a deadlocked company, or suspect a partner is draining the business, speaking with a Palm Beach business divorce lawyer before the other side acts can preserve options that disappear with delay. The Andrew M. Schwartz Legal Team handles business and real estate disputes for owners across Palm Beach County and Broward County and will review the agreement, the numbers, and the realistic paths from here.

Call to schedule a consultation. We answer the phone, and if we are in court we return calls within 24 hours.