Boca Raton Breach of Fiduciary Duty Attorney

A partner who stops answering questions about the books, a manager who pays himself first, a co-owner who quietly steers a customer to a side company: these are the situations that bring business owners to a Boca Raton breach of fiduciary duty attorney, usually after months of suspicion and a pile of bank statements that do not add up. The Andrew M. Schwartz Legal Team handles breach of fiduciary duty claims among partners, LLC members, shareholders, and managers for clients in Boca Raton, Palm Beach County, and Broward County.

A fiduciary claim is different from an ordinary contract fight. The law holds people who control other people’s money or business interests to a standard of loyalty and candor, and it does not require a contract to say so. A managing member, a general partner, a corporate officer, or a trustee-like figure can owe duties that exist whether or not anyone wrote them down. The practical questions are who owed the duty, what they did with it, and how fast you can stop the damage and prove it.

Speed matters because these cases rarely involve a single bad act. They involve a pattern: diverted receipts, personal expenses run through the company, assets moved to related entities, books closed to the minority owner. By the time a claim is filed, the money may already be moving, and that shapes how the case has to be built from the first week.

Why Choose the Andrew M. Schwartz Legal Team for Fiduciary Duty Disputes

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, serving clients throughout Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach and Broward Counties. Founder Andrew M. He is a graduate of Emory University and the University of Miami School of Law, and his career has centered on contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders, which is exactly where fiduciary claims arise.

Andrew is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts. That matters here because a fiduciary dispute can move between forums, and because a case that begins as a partnership disagreement sometimes needs to be pleaded in a way that holds up on appeal.

The firm works as a true team, so everyone on your matter knows the file and can answer when you call. There is a strict 24 hour return call policy when attorneys are in court. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake. On the litigation side, the firm recently obtained a 32-page final judgment after a 5-day bench trial in Broward County Circuit Court awarding a client specific performance of a commercial real estate contract, an example of the trial-level preparation the firm brings to disputes that turn on documents and the parties’ history.

Situations That Give Rise to Fiduciary Duty Claims in Business Ownership

• Diverted Company Funds: A manager or partner routes revenue to a personal account, pays personal expenses from company cards, or moves money to a related entity. These cases often combine fiduciary duty, accounting, and conversion claims, along with a request to freeze assets while the case proceeds.
• Self-Dealing Transactions: A controlling owner causes the company to lease property from, buy supplies from, or pay consulting fees to a business he or she owns. The question is whether the deal was fair and properly disclosed to the other owners.
• Usurped Business Opportunities: A partner takes a deal, client, or property purchase that belonged to the company and keeps it personally or through a competing entity.
• Freeze-Outs of Minority Owners: Majority owners cut off distributions, remove a member from management, shut off access to books, or dilute ownership to push out a minority holder.
• Refusal to Account: A partner or manager who controls the books will not produce records or cannot explain where company money went, which can support a claim for an accounting.
• Unpaid Distributions and Disputed Capital Contributions: Profits are withheld or recharacterized, or contributions are credited unevenly, leaving one owner funding the business while another takes from it.
• Family Business Disputes: Siblings, parents, children, and in-laws who share ownership may face fiduciary claims layered on top of personal relationships, which calls for discretion and careful pleading.
• Commingled Accounts: Company and personal funds mixed together make it hard to trace what belongs to whom, and forensic tracing becomes central to proving the claim.

What to Do When You Suspect a Partner or Manager Is Breaching Their Duty

Start by securing what you are legitimately entitled to see. Owners generally have rights to inspect company records, and a written request for books, bank statements, tax returns, and financial reports creates a record of what was asked for and what was refused. Do not break into accounts, take files you have no right to, or access systems without authorization. Evidence gathered improperly can hand the other side a counterclaim and muddy an otherwise strong case.

Next, collect your own documents: the operating agreement or shareholder agreement, any amendments, capital contribution records, K-1s, emails and texts that discuss money or decisions, and statements for any account you can lawfully reach. Operating agreements often contain buyout provisions, dispute resolution clauses, or arbitration requirements, and those terms determine where and how your case begins. Read them before you confront anyone.

Then think about time. Deadlines vary by claim. In Florida, a claim founded on a written instrument carries a five year limitations period, a claim not founded on a written instrument carries four years, and a fraud claim runs four years from discovery, subject to an outer cap of twelve years. Which period applies to a fiduciary claim depends on how it is framed and what the facts are, so do not assume you have years to spare. Waiting also hurts in practical ways: records disappear, assets move, and a court is less sympathetic to emergency relief when the owner sat on suspicions for a long time.

If money is actively leaving the company, talk to counsel before anything else. Courts can issue temporary and permanent injunctions, and emergency relief can stop assets from being moved or spent while the case is pending. Where the situation is severe enough, a court dealing with an LLC dissolution request can also appoint a receiver or custodian after notice and a hearing. Business cases of this kind in Palm Beach County are heard in the Fifteenth Judicial Circuit, and in Broward County in the Seventeenth Judicial Circuit, which maintains a complex business division for large commercial disputes and certain entity dissolutions. Claims that fall under the amount thresholds for county court are heard there, while larger disputes belong in circuit court. If a case has federal grounds, the Southern District of Florida sits in West Palm Beach and Fort Lauderdale.

One mistake to avoid: confronting the partner by email and accusing him or her of theft before you have documents. That tends to prompt deletion, transfers, and a quick lawyer on the other side. Another is signing anything, including a “settlement of accounts” or a release, without having someone review it. Releases drafted during a dispute are written to protect the person who drafted them.

How Fiduciary Duty Claims Are Proven and What Remedies Follow

A fiduciary claim generally comes down to three questions: was there a fiduciary relationship, was the duty breached, and did the breach cause harm. The first depends on the entity type and the defendant’s role. Managers of a manager-managed LLC, controlling members, general partners, and corporate officers and directors are the classic defendants, and the analysis changes if the defendant is a passive investor with no control. Duties of loyalty and care can be shaped by the operating agreement, but cannot be eliminated entirely, so the contract language matters even in a case that sounds in tort.

Proof in these cases tends to be documentary and forensic. Bank records, general ledgers, tax filings, vendor invoices, and related-party contracts tell the story, and a forensic accountant is often essential for tracing diverted money and quantifying loss. Discovery, including subpoenas to banks and third parties, fills in what the books leave out. This is why careful early preparation matters: the best fiduciary cases are built from records, not from accusations.

Remedies depend on what happened. They may include an accounting of company funds, recovery of money taken, disgorgement of profits a fiduciary earned through disloyalty, damages for the loss in value of your interest, and injunctive relief. When the relationship between owners has collapsed, the fiduciary claim often travels alongside a request for judicial dissolution or a buyout. Under Florida’s LLC statute, grounds for dissolution at a member’s request include misappropriation or waste of company assets that causes injury, illegal or fraudulent conduct by those in control, and deadlock that threatens irreparable harm. For corporations, a shareholder petition for dissolution can prompt the corporation or other shareholders to elect to buy the petitioner out at fair value, and if the parties agree on value and terms within sixty days of the first election, the court enters an order on those terms. These tools can give a minority owner a way out at a fair price rather than a long fight over control.

Questions About Breach of Fiduciary Duty Claims in Florida

What is a breach of fiduciary duty?

It is a failure by someone who owes a duty of loyalty or care to act in the interests of the person or entity relying on them. In a business, that often means a manager, partner, officer, or controlling owner who self-deals, hides information, wastes assets, or puts personal gain ahead of the company or its other owners.

Do business partners owe each other fiduciary duties?

Partners in a general partnership owe each other duties of loyalty and care, and managers and controlling members of an LLC and officers and directors of a corporation can owe duties to the entity and, in some situations, to the other owners. The scope depends on the entity type, the person’s role, and the governing agreement.

Can an operating agreement eliminate fiduciary duties?

An operating agreement can shape and sometimes narrow how duties apply, but it cannot wipe them out entirely. Reviewing the exact language is the first step in any LLC dispute, because the agreement also may set rules on buyouts, expulsion, and where disputes must be heard.

How long do I have to file a fiduciary duty claim in Florida?

It depends on how the claim is framed. Actions founded on a written instrument have five years, claims not founded on a written instrument have four, and fraud has four years from discovery with a twelve year cap. Because the right period depends on the facts, do not wait to have the claim evaluated.

What if my partner is taking money from the business right now?

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 dispute is pending.

Can I sue if I am only a minority owner?

Yes. Minority owners are often the ones most exposed to freeze-outs and self-dealing, and Florida law provides remedies, including claims for breach of duty, an accounting, and in some cases judicial dissolution or a court-supervised buyout.

What is the difference between a direct claim and a derivative claim?

A direct claim is for harm to you personally as an owner, such as being denied distributions you were owed. A derivative claim is brought on behalf of the company for harm done to it, such as a manager looting company funds. Which one fits affects who recovers the money and what procedural steps are required, so it is worth sorting out early.

How do you prove money was diverted if the other partner controls the books?

Through a combination of your own inspection rights, subpoenas to banks and vendors during discovery, tax filings, and forensic accounting. A court can also order an accounting when a fiduciary cannot or will not explain where company money went.

Will my case go to court or can it be resolved another way?

Many disputes settle through negotiation, mediation, or arbitration, and some operating or shareholder agreements require it. The firm is experienced in alternative dispute resolution as well as courtroom litigation, and pursues whichever path is most likely to achieve your goals efficiently.

I live in New York, New Jersey, or Connecticut. Can you handle my Florida business dispute?

Yes. The firm regularly represents clients from the tri-state area whose business partners or co-owners are in South Florida. The firm handles the local court proceedings and keeps you informed at each stage so you do not need to travel for every hearing.

Will a fiduciary dispute shut down the company?

Not necessarily. Where the relationship can be preserved, the firm works toward a resolution that keeps the business running. Where it cannot, options include a negotiated buyout, a structured wind-down, or court-ordered dissolution, and a court can appoint a custodian or receiver in appropriate cases to preserve assets in the meantime.

Serving Fiduciary Duty Clients Across Boca Raton and South Florida

The firm represents owners, investors, and families throughout Boca Raton, including the areas around Mizner Park, the Town Center corridor, and the neighborhoods west of the Turnpike, and in neighboring Palm Beach County communities such as Delray Beach, Boynton Beach, Highland Beach, and Lake Worth. Clients also come from Wellington, Royal Palm Beach, Jupiter, Palm Beach Gardens, and West Palm Beach, where the county’s main courthouse sits.

To the south, the firm serves Broward County, including Deerfield Beach, Coconut Creek, Coral Springs, Pompano Beach, Parkland, Plantation, Fort Lauderdale, and Hollywood. Because many owners hold South Florida businesses or property while living elsewhere, the firm also represents clients from New York, New Jersey, and Connecticut whose partners or co-owners are here, and works with referring attorneys from outside Florida whose clients need a local litigator.

Talk With a Boca Raton Fiduciary Duty Attorney

If a partner, manager, or co-owner has been mishandling company money or acting against your interests, a conversation with a Boca Raton fiduciary duty attorney at the Andrew M. Schwartz Legal Team can help you sort out what claims you have, what evidence to preserve, and whether emergency relief is warranted. Call to schedule a consultation and bring your operating or shareholder agreement and any financial records you have.

The firm will tell you candidly whether the case calls for a fight in court, a negotiated exit, or a more measured approach, and it will explain what each path is likely to cost and achieve.