Palm Beach County General Counsel

A company that only calls its lawyer after a partner stops returning calls, a lease goes sideways, or a demand letter lands has already lost the cheapest part of the fight. The Andrew M. Schwartz Legal Team serves Palm Beach County businesses, investors, and family-owned companies through its outside general counsel program, handling contract, compliance, and operational questions while also standing ready to litigate when a disagreement cannot be settled.

Choosing Palm Beach County general counsel is different from hiring an in-house lawyer or a transactional-only firm. A business in West Palm Beach, Boca Raton, or Delray Beach that retains outside counsel gets a lawyer who knows its operating agreement, its leases, and its owners before a dispute begins, and who can act the same day if one does. Most commercial fights are won or lost on documents written months or years earlier, and general counsel work is largely about making sure those documents say what the owners think they say.

What Outside General Counsel Actually Does for a Palm Beach County Company

The label covers a lot of ground, so it helps to be concrete. In practice, a general counsel relationship means someone reads the contract before you sign it, not after the other side sues on it. It means a manager can call with a question about a vendor’s late delivery, a tenant’s default, or a departing employee, and get an answer informed by how Florida courts treat that situation.

The Andrew M. Schwartz Legal Team also serves as registered agent for clients in its general counsel program. That detail matters more than it sounds. Service of process, state notices, and annual filings all arrive through the registered agent, and a missed lawsuit delivered to an unattended address can turn into a default judgment. When your litigator is also your registered agent, an incoming complaint reaches someone who knows what to do with it that day.

The firm’s view is that a litigator advising a company before trouble starts keeps many disagreements from becoming lawsuits. Lawyers who try cases tend to draft differently. They think about how a clause will read to a judge three years later, when the relationship has soured and each side is reading it for the interpretation that helps them.

Why Choose the Andrew M. Schwartz Legal Team as Your Business Counsel

The Andrew M. 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 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. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience handling business and real estate cases in state and federal courts.

For a general counsel client, that litigation depth is the point. The firm serves clients throughout Palm Beach County and Broward County, including clients in New York, New Jersey, and Connecticut who own businesses or real estate here, and it handles local court appearances so those owners need not travel for every hearing. The firm practices as a true legal team, so everyone working on a matter knows the file, and it keeps a strict 24 hour return call policy when attorneys are in court.

The firm’s trial work backs up the advice. After a 5-day bench trial in Broward County Circuit Court, the court entered a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That outcome came down to how the contract was written and how the parties dealt with each other, exactly what a general counsel reviews up front. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits a client’s goals and budget rather than prolonging a case for its own sake. A good share of its work arrives by referral from other attorneys, including out of state lawyers whose clients have Florida disputes.

Issues That Come Up Between a Company and Its Counsel

• Operating and Shareholder Agreements: These documents decide who controls the company, how profits are split, and what happens if owners disagree. Florida’s LLC statute lets a court dissolve a company when managers or members are deadlocked and irreparable injury is threatened, but a deadlock sale clause in the agreement can displace that process if it is triggered first, so drafting it well matters.
• Business Divorce Planning: Buyout formulas, valuation methods, and exit rights are far easier to negotiate while the owners still get along. Disputes over fair value after a falling out are among the costliest in business litigation.
• Commercial Leases: Retail, office, and industrial leases across Palm Beach County carry personal guarantees, default triggers, and holdover terms that are routinely litigated. Review before signing is cheaper than defense afterward.
• Purchase and Sale Agreements: Deals for businesses and commercial property can fail at closing, and Florida gives a buyer only one year to bring an action for specific performance. Contract language on deadlines, contingencies, and remedies drives those cases.
• Family Business Governance: Siblings who inherited a company, or parents and children with different plans for it, need written rules on control, compensation, and succession before disagreements harden.
• Company Money and Accountability: Distribution rights, capital contribution records, and signing authority over accounts should be documented so that a missing-funds claim, if it ever arises, rests on clear records.
• Co-Owned Real Estate: Investors who hold property together should settle in writing how a sale, a buyout, or a stalemate is handled, because the alternative is a court-ordered partition.
• Registered Agent and Compliance: Notices, annual filings, and incoming lawsuits need a reliable recipient so nothing goes unanswered.

When a Dispute Starts: What a Palm Beach County Business Should Do

The first move is to stop generating evidence against yourself. Do not confront the other owner by email, do not move money to protect it, and do not delete anything. Gather the operating or shareholder agreement, every amendment, the lease or purchase contract at issue, bank statements, and the correspondence that shows how the parties actually behaved. Courts read contracts alongside the history of dealings, so that history is part of your case.

Then call counsel before the deadline pressure builds. Florida’s limitation periods differ by claim: five years for an action on a written contract, four years for oral or implied contracts and for rescission, four years from discovery for fraud with an outer limit of 12 years, and just one year for specific performance. A claim on a written instrument has room, but a specific performance claim to force a closing does not. Professional malpractice claims run two years from discovery. Misreading which clock applies is one of the more avoidable ways to lose a good case.

If assets are at risk, say so immediately. When a partner is diverting funds or about to sell property, the remedy may be an emergency injunction, not a lawsuit that takes a year to reach trial. The firm handles temporary and permanent injunctions, including early and emergency relief, for exactly this situation.

Know where your case will be heard. Palm Beach County disputes belong to the Fifteenth Judicial Circuit, whose main civil courthouse is in West Palm Beach. Since county court handles claims up to a statutory ceiling and circuit court handles larger ones, most significant business disputes land in circuit court. A case with federal grounds can go to the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale. If the other side is across the county line in Broward, that county sits in the Seventeenth Circuit, which has a complex business division for matters such as business entity dissolution and large commercial litigation.

Finally, ask whether the matter really needs a courtroom. Mediation and arbitration resolve many commercial disputes faster and for less money, and a lawyer who has tried cases negotiates from a stronger position because the other side knows it.

How Florida Law Treats Owner Deadlock and Dissolution

General counsel clients often ask what happens if the owners simply cannot agree. For LLCs, a member or manager may ask the circuit court to dissolve the company on grounds that include unlawful conduct of the business, impracticability of carrying on under the operating agreement, illegal or fraudulent conduct by those in control, waste or misappropriation of assets that causes injury, or a deadlock that cannot be broken and threatens irreparable harm. The court may appoint a receiver or custodian after a hearing with notice to the parties, or order a purchase of the petitioner’s interest.

For corporations, a shareholder can seek judicial dissolution on similar grounds, including abandonment of the business. The corporation or other shareholders can often head off dissolution by electing 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 on those terms, and the election is generally irrevocable unless the court finds it equitable to modify it. During the case, the court can issue injunctions and take steps to preserve corporate assets.

The practical lesson is that the agreement you sign on day one can supply its own exit mechanism, and Florida law generally respects a properly structured deadlock sale provision. Counsel who drafts that clause with litigation in mind saves the owners from fighting about it later.

Palm Beach County General Counsel Questions Answered

What is the difference between general counsel and hiring a lawyer only when there is a problem?

General counsel is an ongoing relationship. The lawyer learns your documents and operations, answers questions as they arise, and often prevents disputes. Hiring only in a crisis means starting from zero under time pressure, usually with weaker contracts.

Does outside general counsel replace an in-house attorney?

For many small and mid-sized companies, yes, because it provides regular legal access without the cost of a full-time employee. Larger companies may use outside counsel alongside in-house staff for litigation and specialized matters.

What does it mean that the firm acts as registered agent?

The registered agent receives official notices and service of process for the company. When the firm serves in that role through its general counsel program, a lawsuit or state notice reaches lawyers who can act on it immediately, instead of sitting unopened.

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

Five years for an action founded on a written instrument. Oral or implied contract claims have four years. A specific performance action has one year, so a buyer trying to force a closing cannot wait.

Did the 2023 changes to Florida’s statute of limitations affect contract claims?

The change shortened the negligence period from four years to two, but it left the five-year written-contract period and the four-year intentional-tort period alone. Contract disputes were not affected the way negligence claims were.

Can my company be dissolved by a court if the owners are deadlocked?

It can, if the statutory grounds are met. For an LLC, that includes a deadlock the owners cannot break when irreparable injury to the company is threatened or occurring. A deadlock sale provision in your agreement, if triggered before the court makes that finding, can apply instead.

Should every operating agreement include a buyout provision?

Almost always. Without a defined exit process, owners who fall out are left to the default statutory remedies and a court’s view of fair value. A written buyout or deadlock clause gives you a predictable path.

Which court will hear a business dispute in Palm Beach County?

Disputes above the county court ceiling go to the Fifteenth Judicial Circuit’s circuit civil division in West Palm Beach. Smaller claims go to county civil court, and claims under the small claims limit are handled there as well. Federal claims may belong in the Southern District of Florida.

My business partner lives in New York. Can you still help?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut who own businesses or real estate in South Florida, and it handles the local court appearances so those clients do not have to travel for every hearing.

Is a general counsel arrangement worth it if my company has never been sued?

Often that is when it pays off most. A review of your leases, agreements, and ownership documents before a dispute is far cheaper than defending a claim built on a clause nobody noticed.

Can you work with my existing attorney?

Yes. Much of the firm’s work comes from referrals by other lawyers, including Florida attorneys who do not handle business litigation. The firm keeps referring counsel informed and respects that lawyer’s relationship with the client.

Do all business disputes end up in court?

No. Many resolve through negotiation, mediation, or arbitration. The firm pursues whichever path is most likely to meet your goals efficiently and tries cases when that is what the situation requires.

Business Counsel for Companies Across Palm Beach County and Beyond

The firm advises companies throughout Palm Beach County, from West Palm Beach and Palm Beach Gardens in the north to Boynton Beach, Delray Beach, and Boca Raton in the south. Clients also come from Lake Worth Beach, Wellington, Royal Palm Beach, Jupiter, Juno Beach, Riviera Beach, Greenacres, Lantana, Highland Beach, Belle Glade, and the communities in between. Whether the business is a restaurant, a professional practice, a construction company, or a real estate holding entity, the same questions about control, contracts, and cash arise.

The firm also serves neighboring Broward County, including Fort Lauderdale, and clients in New York, New Jersey, and Connecticut whose business partners or co-owners are here in South Florida. Wherever the owners live, the case is local to the courts in which the property or company sits.

Palm Beach County General Counsel Attorney: Call the Andrew M. Schwartz Legal Team

If your company needs a lawyer who knows its documents before a dispute starts, and who is ready to litigate if one does, speak with a Palm Beach County general counsel attorney at the Andrew M. Schwartz Legal Team. Call to schedule a consultation and talk through what outside counsel would look like for your business.