Palm Beach General Counsel

The Andrew M. Schwartz Legal Team works with Palm Beach County business owners, investors, and family companies who want a litigator on call before problems turn into lawsuits, and the firm’s outside general counsel services are built for exactly that. A Palm Beach general counsel relationship means one law firm knows your operating agreement, your leases, your vendor contracts, and your partners, and can answer a question on Tuesday that would otherwise cost you a lawsuit in the spring.

Most small and mid-sized companies in Palm Beach County do not have an in-house lawyer, and most do not need one full time. What they need is someone who understands the documents the company runs on and who can recognize early when a disagreement with a co-owner, a landlord, a customer, or a contractor is heading somewhere expensive. The firm also serves as registered agent for its general counsel clients, so service of process and official notices land with lawyers who will act on them promptly instead of sitting in a drawer.

The difference between outside counsel who also litigates and a transactional-only advisor shows up the day a dispute arrives. A contract drafted with an eye toward how it will be read by a judge in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, reads differently than one drafted from a template. Our lawyers have spent decades on the other side of badly drafted agreements, and that experience shapes the advice we give before anything goes wrong.

What an Outside General Counsel Relationship Looks Like Day to Day

Outside general counsel service is not a single event. It begins with getting to know the company: who owns it, how decisions are made, what agreements hold it together, and where the soft spots are. From there, the work usually settles into a rhythm. A manager calls with a question about a termination clause. An owner sends over a proposed lease renewal. A partner announces an intention to bring in an investor, and someone needs to read the operating agreement before anyone signs a term sheet.

Because the firm practices as a true legal team, everyone working on your account knows the file. You are not re-explaining your company every time you call. We maintain a strict 24 hour return call policy, which matters most when something time-sensitive lands, such as a demand letter, a threatened walkout by a co-owner, or a landlord notice with a short fuse.

The relationship also changes how disputes get handled when they do arise. A company that has had counsel reviewing its contracts and governance documents tends to have cleaner records, clearer ownership terms, and fewer ambiguities for an opposing party to exploit. And if a dispute reaches the point of mediation, arbitration, or a courtroom, the lawyer who already knows your business is the one preparing the case, not someone starting from zero.

Why Choose the Andrew M. Schwartz Legal Team as Your Palm Beach Outside Counsel

The Andrew M. Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with his career centered on complex 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. He is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience handling business and real estate cases in state and federal courts.

For a general counsel client in Palm Beach County, that litigation background is the point. The firm serves clients across Palm Beach County and Broward County, and many of its clients are owners who live elsewhere, including in New York, New Jersey, and Connecticut, but hold businesses or property in South Florida. We handle the local court appearances so out of state owners are not flying in for every hearing. A significant part of our practice also comes from referrals by other attorneys, which reflects how other lawyers view our work when their clients need Florida business counsel.

The firm’s results in contested matters speak to how it prepares. After a five-day bench trial in Broward County Circuit Court, the court issued a 32-page final judgment in May 2024 awarding the firm’s client specific performance of a commercial real estate contract. That kind of outcome depends on reading an agreement closely and knowing the history of the parties’ dealings, the same discipline we bring to reviewing and drafting documents for general counsel clients. Our attorneys are also experienced in mediation and arbitration, and we look for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake.

Where Outside Counsel Prevents Problems in Palm Beach County Businesses

• Operating and Shareholder Agreements: The single most valuable document in a closely held company. Buyout formulas, deadlock procedures, transfer restrictions, and expulsion provisions decide how a partnership ends long before anyone expects it to. Florida’s LLC statute even gives effect to a deadlock sale provision in an operating agreement if it is initiated before a court finds deadlock grounds, which is a good reason to draft one carefully.
• Commercial Leases: Renewals, personal guaranties, assignment clauses, and default provisions get reviewed before signing, not after a landlord sends a demand. Many Palm Beach County businesses operate out of leased space, and one overlooked clause can follow an owner for years.
• Contract Review and Drafting: Vendor agreements, customer contracts, purchase agreements, construction contracts, and loan documents. Florida gives five years to sue on a written contract and four on an oral or implied one, so how an agreement is documented affects both your leverage and your deadline.
• Partner and Member Disputes: Early advice when co-owners begin to disagree about compensation, control, or direction. Intervening at the first sign of friction often keeps a disagreement negotiable and the business running.
• Family Business Governance: Siblings, parents and children, and in-laws sharing ownership need clear rules on roles, compensation, and succession. We handle these companies with discretion, because family relationships are at stake alongside the business.
• Compliance and Corporate Housekeeping: Entity records, registered agent duties, ownership documentation, and the routine operational questions that quietly create exposure when ignored.
• Real Estate Held Through or Alongside the Business: Purchase and sale contracts, co-ownership arrangements, and title questions. Co-owned property can end up in a partition action, where a Florida court may divide the property or order it sold, so how co-ownership is structured up front matters.
• Early Warning on Money Problems: Unpaid distributions, commingled accounts, and partners who cannot account for company funds. Having counsel in place means these concerns get raised and documented early, and emergency relief is easier to pursue when the groundwork already exists.

What to Do When a Business Problem Is Already Developing

If you are reading this because something has already gone sideways, the first move is to stop and gather documents before taking any action that might be hard to undo. Collect the operating agreement or shareholder agreement, the articles of organization or incorporation, any amendments, the relevant contracts, recent financial statements, and the email or text history that shows how the parties have actually behaved. Disputes often turn on the agreement’s exact wording combined with the course of dealing between the parties, so both matter.

Next, avoid conduct that hands the other side an argument. Do not move company funds, change signatories, lock out a partner, or send an angry message that will later be quoted back to you without speaking to counsel first. If you suspect assets are being diverted or spent, tell your lawyer right away, because courts can issue temporary injunctions to freeze the situation while the dispute is resolved, and that relief depends on moving quickly.

Deadlines deserve attention early. In Florida, the limitations period for a claim on a written contract is five years, and for an oral or implied contract it is four. A fraud claim carries four years from discovery, capped at twelve, and a claim for specific performance has just one year, so someone trying to compel a closing on a real estate contract cannot wait. Professional malpractice claims are two years from discovery, and negligence claims were shortened to two years for causes of action accruing after March 24, 2023.

As for where a case would be heard, disputes of significant size are filed in the Circuit Court of the Fifteenth Judicial Circuit, which sits in and for Palm Beach County and holds its civil docket at the main courthouse in West Palm Beach. Smaller claims may belong in the county court, which hears civil actions up to a statutory ceiling that is adjusted periodically. Cases with federal jurisdiction go to the United States District Court for the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale, among other cities. Disputes involving Broward County defendants or property proceed in the Seventeenth Judicial Circuit, which has a complex business division for larger commercial matters.

Finally, talk to a lawyer before a position hardens. A call at the stage of “we disagree” is a different conversation than a call after a complaint has been filed, and the options are broader, cheaper, and more flexible early on.

How Business Breakups Are Resolved Under Florida Law

Many general counsel engagements eventually touch on what happens if co-owners part ways, so it helps to understand the legal framework. For LLCs, Florida’s statute allows a member or manager to ask a circuit court for judicial dissolution on specific grounds, including that it is not reasonably practicable to carry on the company’s activities consistent with its articles and operating agreement, that controlling managers or members are acting illegally or fraudulently, that assets are being misappropriated or wasted to the company’s injury, or that the owners are deadlocked and irreparable injury to the company is threatened or occurring. In such a proceeding, the court can appoint a receiver or custodian after a hearing, or order a buyout of the petitioning member’s interest.

Corporations have their own framework. A shareholder may petition a circuit court for dissolution on statutory grounds, and the corporation or the other shareholders can respond by electing to buy out the petitioner 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. Within 30 days of the start of such a proceeding, the corporation must notify the other shareholders that they may avoid dissolution by electing to purchase. 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 lesson for a general counsel client is that the agreement you sign on day one often controls how all of this plays out. A well-drafted buyout or deadlock provision can replace a long and expensive court proceeding with a defined process both owners agreed to in advance.

Palm Beach General Counsel Questions Business Owners Ask

What does outside general counsel actually do for a business?

Outside general counsel acts as your company’s ongoing legal advisor without the cost of a full-time in-house lawyer. That includes reviewing and drafting contracts, answering operational and compliance questions, advising on disputes among owners, and serving as registered agent for the company. The value is a lawyer who already knows your business when something goes wrong.

Is outside general counsel only for large companies?

No. Small and mid-sized companies and family-owned businesses often benefit most, because they are less likely to have anyone in house who reads contracts closely. If your company has partners, leases, vendors, or real estate, there is a role for ongoing counsel.

Why would I want a litigator as my general counsel?

A lawyer who has tried contract and partnership cases knows how agreements fail in practice and how judges read them. That perspective shapes the documents and advice you receive up front, and if a dispute does come, you are not handing the file to a stranger.

What does it mean for the firm to be my registered agent?

The registered agent is the party designated to receive legal papers and official notices on the company’s behalf. When the firm serves in that role through its general counsel program, a lawsuit or government notice reaches lawyers who can act on it promptly rather than an address nobody checks.

How long do I have to sue on a breach of contract in Florida?

For a claim founded on a written instrument, the period is five years. For an oral or implied contract, it is four. Other claims have different clocks: fraud is four years from discovery, subject to an outer cap of twelve, and an action for specific performance has one year.

Can a general counsel relationship help me avoid a business divorce?

Often it can. Clear operating agreements, defined buyout mechanisms, and early attention to partner friction frequently keep disagreements negotiable. When a separation is unavoidable, having those provisions in place usually makes it faster and less costly.

Can my partner and I use a deadlock sale provision instead of going to court?

If your operating agreement or shareholder agreement contains one, it may apply. For LLCs, a deadlock sale provision that is initiated and carried through before a court determines deadlock grounds can displace a judicial dissolution order. For corporations, filing for dissolution on certain grounds does not take away a shareholder’s right to initiate an available deadlock sale provision.

I live in New York or New Jersey but own a company in Palm Beach County. Can you represent me?

Yes. We regularly represent owners from New York, New Jersey, and Connecticut who have business or real estate interests here. We handle the local court appearances and keep you informed so you do not have to travel for every proceeding.

What if I only need help with one contract or one dispute rather than ongoing counsel?

That is a common starting point. Many clients first call about a single lease, agreement, or disagreement, and some later move to an ongoing arrangement once they see the value of having counsel who knows the business. We will discuss which approach fits your situation.

Will every business dispute end up in court?

No. Many are resolved through negotiation, mediation, or arbitration, and our attorneys are experienced in each. We pursue the path most likely to meet your goals efficiently, and that is often a resolution reached before a case is filed.

How quickly can the firm respond when something urgent comes up?

We maintain a strict 24 hour return call policy if we are in court or otherwise unavailable, and our team structure means someone familiar with your file is generally available to respond. For true emergencies, such as assets being moved, we can pursue temporary or emergency injunctive relief.

Serving Palm Beach County Businesses and Property Owners

Our outside counsel and business litigation work centers on Palm Beach County, from Boca Raton and Delray Beach in the south through Boynton Beach, Lake Worth, and Wellington, and up through West Palm Beach, Palm Beach, and Royal Palm Beach. We also represent business owners in Jupiter, Palm Beach Gardens, North Palm Beach, Riviera Beach, Lantana, Greenacres, and the communities around them, as well as in western Palm Beach County towns such as Belle Glade.

Because many South Florida companies operate across county lines, the firm also serves clients in neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, and the surrounding communities.

Talk to a Palm Beach General Counsel Attorney Before Trouble Starts

If you own a business in Palm Beach County and want a lawyer who understands how contracts, partnerships, and real estate disputes actually unfold, a conversation with a Palm Beach outside counsel attorney is a practical first step. The Andrew M. Schwartz Legal Team can review the documents your company depends on, tell you where the exposure is, and set up an arrangement that fits how you operate.

Call the Andrew M. Schwartz Legal Team to schedule a consultation. Whether you need ongoing general counsel services, a second look at a single agreement, or help with a dispute that has already started, we will give you a clear picture of your options and a candid view of the cost and the path forward.