Miramar Business Divorce Attorney

Most owners who come to us about a failing partnership want one of three things: to be bought out at a fair price, to buy the other side out and keep running the company, or to wind things down without losing the value they put in. The Andrew M. Schwartz Legal Team helps South Florida business owners, LLC members, shareholders, and family co-owners reach one of those outcomes, and we serve clients in Miramar, throughout Broward County, and across neighboring Palm Beach County.

A Miramar business divorce attorney spends most of the job on the questions that decide who walks away with what: Does the operating agreement already contain a buyout or deadlock mechanism? Is money missing? Can the business keep operating while the owners fight? In Miramar, where many companies are closely held and owner-operated, a single stalled decision between two co-owners can freeze payroll, vendor payments, and bank access within weeks.

The paper trail matters more than the personalities. Courts look at what the agreements say, how the owners actually behaved, and where the company’s money went. Getting that record organized early is usually the difference between a negotiated exit and a prolonged fight.

How Florida Law Lets Owners Force a Separation

When co-owners cannot agree on an exit, Florida gives them court-supervised routes, and the route depends on how the company is organized.

For an LLC, a member or manager can ask a circuit court to dissolve the company on specific grounds. These include conducting the business unlawfully, a situation where it is not reasonably practicable to operate under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of company assets that causes injury, and a management deadlock that cannot be broken while irreparable injury to the company is threatened or occurring. Once a dissolution case is filed and shows enough merit, the court may appoint a receiver or custodian to run or protect the company, or it may order a purchase of the petitioning member’s interest. Before a receiver or custodian is appointed, the court must hold a hearing after notice to the parties.

Deadlock sale provisions deserve special attention. If your operating agreement includes a mechanism of that kind and it is started before the court finds that deadlock grounds exist, the contractual mechanism takes the place of a judicial dissolution order or a court-ordered buyout, as long as it is then carried through. Who pulls the trigger first, and when, can therefore change the whole shape of the case.

For a corporation, a shareholder can seek judicial dissolution on statutory grounds, including a corporation that has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. A dissolution case against a corporation also opens a door the other owners may prefer: the corporation, or if it does not act, one or more shareholders, can elect to buy out the petitioning shareholder at fair value. Within 30 days of the case starting, the corporation must notify the other shareholders that they can avoid dissolution this way. 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, and an election to purchase generally cannot be withdrawn unless the court finds it equitable to set it aside or modify it. While the case is pending, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets.

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, with clients in Miramar, Fort Lauderdale, Boca Raton, West Palm Beach, and across Broward and Palm Beach Counties. Founder Andrew M. Schwartz has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has built his practice around 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.

Andrew is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. That federal experience matters in South Florida, where partnership disputes sometimes carry claims or parties that move a case out of the circuit court.

The firm practices as a true legal team, so everyone working on your matter knows the file and can answer when you call. We keep a strict 24 hour return call policy when we are in court or otherwise unavailable, and we schedule conference calls at times that work for everyone involved. We are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake.

On the trial side, the firm obtained a 32-page final judgment after a 5-day bench trial in Broward County Circuit Court, awarding our client specific performance of a commercial real estate contract. For owners whose dispute turns on enforcing a written deal, that result reflects the kind of detailed, document-driven preparation we bring to contract-based ownership fights.

Situations That Lead Miramar Owners to a Business Divorce

• Deadlocked Management: Two 50/50 owners disagree on a major decision, such as taking on debt, hiring, or selling, and neither can act. Deadlock is a recognized ground for LLC dissolution when irreparable injury to the company is threatened, and any deadlock sale clause in your agreement may control the process.
• Buyout and Valuation Disputes: One owner wants out, or the others want to push someone out, and the fight is over what the interest is worth. Fair value, discounts, and who controls the books often decide the outcome.
• Breach of Operating or Shareholder Agreements: An owner ignores capital call provisions, competes with the company, transfers an interest in violation of transfer restrictions, or bypasses required approvals.
• Breach of Fiduciary Duty: A manager or controlling owner favors personal interests over the company’s, such as self-dealing contracts, excessive compensation, or diverting opportunities.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, and partners who cannot account for company money. Claims can include an accounting, recovery of funds, and emergency relief to stop assets from being moved or spent.
• Minority Owner Freeze-Outs: A majority owner cuts off a minority member from information, distributions, or decision-making. Misappropriation or waste of assets, and conduct by controlling owners, are grounds a court can consider.
• Family Business Disputes: Siblings who inherited a company, parents and children with different visions, or spouses and in-laws sharing ownership. These cases carry personal weight, and we handle them with discretion while still protecting the financial position of our client.
• Jointly Owned Real Estate: When the business owns or co-owns property and the partners split, partition and title claims often sit alongside the company dispute.

What to Do in the First Weeks of a Partner Dispute

Start by pulling every governing document you can find: the articles, operating agreement or shareholder agreement, any amendments, buy-sell terms, and meeting minutes or written consents. Those documents may already contain the exit mechanism, a deadlock sale clause, or restrictions on what the other owner can do. Do not assume you have a clean copy; owners sometimes discover that the signed version differs from the one they remember.

Next, preserve financial records before access narrows. Bank statements, tax returns, general ledgers, loan documents, payroll records, and credit card statements all matter in a dispute over money. Keep personal copies lawfully obtained through your legitimate access, and do not delete, edit, or move anything on company systems. Emails and texts with your partner often become key evidence, so save them and avoid sending heated messages you would not want a judge to read.

Watch the clock on your claims. In Florida, a lawsuit on a written contract generally must be filed within five years, while a claim not founded on a written instrument has four years. Fraud claims run four years from discovery, subject to an outer cap of 12 years. A claim for specific performance has a one-year period. Because several theories can apply to one dispute, with different clocks, it is worth getting the claims mapped out early rather than waiting for the relationship to finish deteriorating.

If you are worried about assets disappearing or the business being run into the ground, raise that immediately. Courts can issue temporary relief in the right circumstances, and a corporate dissolution proceeding specifically allows injunctions, a receiver or custodian, and other steps to preserve assets while the case is pending.

As for where the case will be heard, Miramar sits in Broward County, so circuit court cases are filed in the Seventeenth Judicial Circuit. That circuit has a complex business division that handles, among other matters, dissolution of certain business entities and large business litigation, and a case can be directly filed into it under the circuit’s administrative order using the required form. Cases may also be heard in the circuit’s regional courthouses. Where a dispute involves Palm Beach County parties or property, the Fifteenth Judicial Circuit covers that county, and federal claims can land in the Southern District of Florida, which holds court in Fort Lauderdale and West Palm Beach. Disputes above the county court’s monetary limit go to circuit court, which is where most business divorces end up.

One mistake we see often is owners acting unilaterally in ways that hand the other side an argument, such as changing locks, moving customers, draining accounts, or paying themselves a bonus. Even when you believe you are justified, those moves can turn a strong case into a counterclaim fight. Talk to counsel before you act.

Ending a Partnership Without Destroying the Business

Most business divorces do not end with a judge dissolving a company. Far more often they end with a negotiated buyout, a sale to a third party, or a structured wind-down, sometimes after a mediation session or an arbitration proceeding under the agreement. We pursue the path most likely to deliver your goal at a cost that makes sense, and we prepare each case as if it will be tried so that the settlement conversation happens from strength.

Valuation is usually the center of gravity. Whether a buyout is priced at fair value, what documents and financial statements support it, and how a court-supervised purchase differs from a private one can change the number by a wide margin. We also look at the structure of the exit: payment terms, releases, non-compete provisions, who keeps customers and contracts, who remains liable on company debt, and what happens to any shared real estate. A deal that gets the price right but ignores personal guarantees can leave you exposed long after the separation.

When the company owns or holds property jointly with the departing partner, partition may enter the picture. Florida partition cases are heard in chancery, and the court can divide the property in kind or, if division would prejudice the owners, order a sale and split the proceeds in proportion to their interests. Where the property came down through family, special heirs property rules may apply, which are designed to make forced sales of inherited property harder.

Business Divorce FAQs for Miramar Owners

What is a business divorce?

It is the separation of co-owners of a company, whether they are partners, LLC members, or shareholders. It can end through 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 partner out of my Florida LLC?

It depends on the operating agreement and the conduct involved. Many agreements contain buyout, expulsion, or dissociation provisions, and Florida law gives remedies when a member has engaged in serious misconduct or the company can no longer function. We start by reading your agreement.

What are the grounds for asking a court to dissolve an LLC?

A member or manager can point to unlawful conduct of the company’s affairs, an impracticable ability to operate under the governing documents, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, or a deadlock that cannot be broken while irreparable injury is threatened or occurring.

What if my partner is taking money from the business?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. In urgent situations a court can order injunctive relief to stop assets from being moved or spent while the case is pending.

Does every business divorce end up in court?

No. Many are resolved through negotiation, mediation, or arbitration, and the agreement may require one of those steps. Filing suit is sometimes what brings the other side to the table.

What happens if my operating agreement has a deadlock sale clause?

If that mechanism is initiated before the court finds that deadlock grounds exist, it can apply in place of a judicial dissolution order or a court-ordered purchase, provided it is then carried out. Timing and who starts the process can matter a great deal.

Can the other shareholders avoid dissolution of a corporation by buying me out?

Yes. In a judicial dissolution case brought by a shareholder, the corporation or the other shareholders can 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 is filed, the court enters an order directing the purchase on those terms.

How long do I have to sue a partner for breach of an agreement?

For a written agreement, five years under Florida’s limitations statute. A claim not founded on a written instrument has four years, fraud has four years from discovery with a 12 year cap, and specific performance has one year. Different claims in the same dispute can carry different deadlines.

Which court would hear a Miramar business divorce?

Because Miramar is in Broward County, most cases belong in the Seventeenth Judicial Circuit, which has a complex business division for matters such as business entity dissolutions and large business disputes. Cases involving Palm Beach County parties or property may involve the Fifteenth Judicial Circuit, and some claims can be heard in federal court.

Is it worth hiring a lawyer if my partner and I are still talking?

Often, yes. Early advice on your agreement, valuation, and deadlines can strengthen your position in a negotiated exit and keep you from signing something that shifts liability or waives claims. Many disputes are solved before a lawsuit is ever filed.

Can I handle this if I live in New York, New Jersey, or Connecticut?

Yes. We regularly represent clients from those states who have partners or property in South Florida. We handle the local court appearances and keep you informed so you do not have to travel for every hearing.

Do you work with other attorneys on these cases?

Yes. A significant part of our practice comes from referrals by other lawyers, including out of state attorneys whose clients have Florida disputes. We keep referring counsel informed and respect their relationship with the client.

Serving Miramar and Surrounding Business Divorce Clients

Our reach continues north into Palm Beach County, where we serve clients in Boca Raton, Delray Beach, Boynton Beach, Wellington, Palm Beach Gardens, and West Palm Beach.

We also represent out of state owners from New York, New Jersey, and Connecticut whose South Florida partners or properties are at the center of a dispute.

Talk With a Miramar Business Divorce Lawyer

If a partner, member, or co-shareholder has made it impossible to keep running your company together, a conversation with a Miramar business divorce lawyer at the Andrew M. Schwartz Legal Team can clarify what your agreement says, what claims you hold, and which exit makes sense. Call our team today to discuss your situation and your options.