Boca Raton Business Divorce Attorney

Co-owners in Boca Raton who have reached the point of asking whether the company can survive both of them are really facing a decision about leverage: who holds it, how to use it, and whether the relationship should end by agreement or by court order. The Andrew M. Schwartz Legal Team handles business divorce, partnership disputes, and corporate dissolution for owners, investors, and families across Palm Beach County and Broward County. If you are searching for a Boca Raton business divorce attorney, the first questions are usually about the operating agreement, the money, and the exit path.

Business divorces in South Florida tend to follow a pattern. One owner controls the books and the other stops getting distributions. Two 50 percent members cannot agree on a sale, a hire, or a loan, and the company stalls. A minority shareholder discovers expenses that look personal. Each of these situations is governed by a specific mix of the entity’s governing documents and Florida’s LLC and corporate statutes, and the outcome depends heavily on which tools are invoked, and when.

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

The Andrew M. Schwartz Legal Team is a Boca Raton business litigation firm that represents owners, investors, and families in South Florida’s business and real estate disputes, serving Boca Raton, West Palm Beach, Fort Lauderdale, and the surrounding communities in Palm Beach and Broward Counties. Business divorces, conflicts among partners, LLC members, and shareholders, and complex contract disputes sit at the center of the practice. Clients also come from New York, New Jersey, and Connecticut, where the firm handles the Florida court appearances so they do not have to travel for each hearing.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation. He earned his undergraduate degree from Emory University in 1986 and his law degree from 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 both state and federal courts. That matters in ownership disputes, where a case that begins in a Palm Beach or Broward circuit court can raise claims that reach federal court.

The firm practices as a true legal team, so everyone working on your file knows it, and a strict 24 hour return call policy applies when an attorney is in court. Mr. Schwartz’s own view, as he puts it, is that clients often think they want a hyper-aggressive lawyer, but what they really want is someone who acts as the situation requires and uses finesse when finesse will do. The firm is experienced in mediation and arbitration as well as courtroom litigation, and it looks for the resolution that fits the client’s goals and budget. Results at the trial level are part of that record: after a five-day bench trial in Broward County, the firm obtained a 32-page final judgment awarding its client specific performance of a commercial real estate contract.

Situations That Lead to a Business Divorce

• Deadlocked Management: Two equal owners, or a board split down the middle, cannot approve anything. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury to the company as a ground for judicial dissolution, but an operating agreement with its own deadlock sale mechanism may control if it is triggered first.
• Misappropriation or Waste of Company Assets: A manager diverts funds, pays personal expenses through the company, or lets assets be wasted. This is a distinct statutory ground for dissolving an LLC, and it often pairs with claims for an accounting and breach of fiduciary duty.
• Minority Owner Freeze-Outs: A majority owner cuts the minority partner out of decisions, distributions, or information. Remedies run from a books-and-records demand to a court-ordered buyout of the minority interest.
• Buyout and Valuation Disputes: Owners agree someone must leave but not on price. For corporations, Florida lets the company or the other shareholders elect to buy out a petitioning shareholder at fair value, and the fight turns on how that value is measured.
• Breach of the Operating or Shareholder Agreement: Capital contributions not made, non-compete or transfer restrictions ignored, or a vote taken without required approval. These cases turn on the precise text of the agreement and the parties’ course of dealing.
• Family Business Splits: Siblings who inherited a company, parents and children with different visions, or in-laws sharing ownership. The legal issues are the same as any partnership dispute, but discretion matters more.
• Abandoned Businesses: A corporation has stopped operating but never wound down, leaving shareholders with no way to recover value. A shareholder can seek judicial dissolution when the corporation has abandoned its business and failed within a reasonable time to liquidate and dissolve.
• Co-Owned Real Estate Held Through the Business: The entity owns a building or land, and the owners cannot agree to sell. Partition and title claims may run alongside the dissolution case.

What to Do When the Partnership Has Broken Down

Start by getting the documents in one place: the articles of organization or incorporation, the operating or shareholder agreement and every amendment, tax returns, bank and credit card statements, capital contribution records, and any written communications about money or control. Many agreements contain buyout formulas, notice requirements, mediation clauses, or deadlock sale provisions, and the first move you make may have to follow those procedures. A deadlock sale provision, for example, can displace a court’s dissolution or buyout remedy if it is triggered before the court finds deadlock grounds, so sequencing is not a technicality.

Next, deadlines. Florida allows five years to sue on a contract founded on a written instrument, which usually includes an operating or shareholder agreement. Claims not based on a written instrument carry four years, fraud claims run four years from discovery subject to an outer limit of 12 years, and an action for specific performance has just one year. Negligence-based claims are now two years. Waiting while a partner stalls is one of the most common ways owners lose leverage, so we calendar these dates early.

If money is moving, speak to counsel before the funds are gone. Courts can issue temporary injunctions and, after a hearing, appoint a receiver or custodian for an LLC or corporation during a dissolution case to preserve assets. Do not lock a partner out of accounts, change the locks, or remove records on your own; that kind of self-help tends to hand the other side a counterclaim and a better story.

Broward County cases go to the Seventeenth Judicial Circuit, which has a complex business division that handles, among other things, dissolution of certain business entities and large business litigation. Cases can be filed directly into that division under the circuit’s administrative order, with the Clerk assigning the case randomly. Federal claims, or cases with diverse parties, may be heard in the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. Choosing the right forum early shapes cost and timeline.

Finally, avoid the temptation to negotiate alone in writing. Emails and texts to a partner become exhibits. A short conversation with a business divorce lawyer in Boca Raton before you respond often prevents admissions that are hard to walk back.

How Florida Law Ends a Business Relationship

For LLCs, Chapter 605 gives managers and members a statutory route to judicial dissolution. The grounds include conduct of the company’s affairs unlawfully, circumstances where it is not reasonably practicable to carry on activities consistent with the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that injures the company or the petitioner, and deadlock that cannot be broken while irreparable injury is threatened or occurring. When a petition shows sufficient merit, the court may appoint a receiver or custodian or order that the petitioner’s interest be purchased. Before a receiver or custodian is appointed, the court must hold a hearing after notice to the parties.

For corporations, Chapter 607 provides parallel remedies. A shareholder petitioning for dissolution on certain grounds triggers a buyout mechanism: the corporation, or failing that one or more shareholders, may elect to purchase the petitioner’s shares at fair value. The corporation must notify the other shareholders within 30 days after the proceeding begins that they can avoid dissolution by buying out the petitioner. If the parties agree on fair value and terms within 60 days of the first election, the court enters an order directing the purchase on those terms, and an election to buy is irrevocable unless the court finds it equitable to modify or set it aside. During the proceeding the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets. Importantly, filing for dissolution does not cut off a shareholder’s right to use a compliant deadlock sale provision in the shareholder agreement.

In practice, most business divorces resolve before a judge dissolves anything. The statutory remedies, along with injunction practice and accounting claims, create the pressure that makes a negotiated buyout, sale, or structured wind-down realistic. Our role is to read the governing documents, identify which route gives the client the strongest position, and be ready to litigate if the other side will not move.

When the Business Owns Real Estate

Many South Florida companies hold their most valuable asset in a building or parcel, and the breakup then raises a second set of questions. If owners hold property as co-owners rather than through an entity, Florida’s partition statute lets any owner ask the court to divide the property or sell it and split the proceeds. All partition actions are heard in equity. The complaint must describe the land, identify the owners, and state each owner’s share. If the court orders partition, it appoints three commissioners to evaluate it, and if they report the property cannot be divided without prejudice to the owners, the court may order a public sale. Where a credit sale is allowed for good cause, at least one-third of the price must be paid at the outset unless all parties consent otherwise.

Where the co-owners are family members who inherited property, the Uniform Partition of Heirs Property Act can change the analysis and give cotenants additional protections before a forced sale. Competing claims over who actually owns a parcel are resolved through a quiet title action, which can be filed in any county where part of the land lies and generally requires the plaintiff to trace title back at least seven years. The firm handles these real estate claims alongside the ownership dispute so the two tracks stay consistent.

Business Divorce Questions Boca Raton Owners Ask

What is a business divorce?

It is the separation of co-owners of a company, whether partners, LLC members, or shareholders. It can end in a negotiated buyout, a sale of the whole business, a structured wind-down, or 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’s LLC statute provides remedies for misconduct or a company that can no longer function. The agreement is reviewed first because it often sets the procedure.

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 of assets is also a statutory ground for dissolving an LLC. In urgent cases a court can issue an injunction to stop assets from being moved or spent while the case is pending.

How long do I have to file suit?

Contract claims founded on a written instrument have a five-year period, oral or implied contracts four years, fraud four years from discovery with a 12-year cap, and specific performance one year. The right deadline depends on which claim fits your facts, so confirm it early.

Will the business have to be dissolved?

Not necessarily. Many disputes end with one owner buying out the other. For corporations, Florida gives the company or other shareholders the option to buy a petitioning shareholder’s shares at fair value to avoid dissolution.

Does my operating agreement control everything?

It controls a great deal, including buyout formulas and deadlock sale provisions, but it does not eliminate statutory remedies. If a deadlock sale provision is triggered before a court finds deadlock grounds, that provision generally applies in place of judicial dissolution.

What does a receiver or custodian do?

A court can appoint one to take control of or oversee a company’s affairs during a dissolution case, typically after a hearing, to preserve assets and prevent a dispute from destroying the business’s value.

Can a business divorce happen if the company is mostly a family business?

Yes, and these cases carry extra emotional weight. The legal analysis is the same as any partnership dispute, but we handle them with discretion while still protecting your financial position.

Where will my case be heard?

Palm Beach County disputes go to the Fifteenth Judicial Circuit and Broward County disputes to the Seventeenth Judicial Circuit, which has a complex business division. Some cases belong in federal court in the Southern District of Florida. Where the parties live and where the company operates drive the choice.

I live out of state. Can you represent me?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut who have partners or property in South Florida. We handle local court appearances and keep you informed so you do not have to travel for each hearing.

Does every business divorce end up in court?

No. Many resolve through negotiation, mediation, or arbitration, and the firm has experience with each. We pursue the path most likely to meet your goals efficiently, and prepare for litigation when it is the only way to get there.

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

Often, yes. A small company can still hold the most valuable asset an owner has, and early steps such as preserving records, avoiding self-help, and reading the agreement carefully cost far less than repairing mistakes later.

Serving Business Divorce Clients Across Palm Beach and Broward Counties

Our work starts in Boca Raton and extends through Palm Beach County, including Delray Beach, Boynton Beach, Highland Beach, Lantana, Lake Worth, Wellington, Royal Palm Beach, Palm Beach Gardens, Jupiter, and West Palm Beach. We represent owners in Broward County as well, from Deerfield Beach, Coconut Creek, Parkland, and Coral Springs to Pompano Beach, Fort Lauderdale, Plantation, Sunrise, Davie, and Hollywood. Business owners in these communities run restaurants, medical practices, construction and development companies, professional service firms, and real estate holding entities, and the disputes that arise among their owners are what we handle. We also serve clients from New York, New Jersey, and Connecticut whose business partners or co-owners are here in South Florida, and attorneys who refer matters to us from within and outside Florida.

Speak With a Boca Raton Business Divorce Attorney

If your partnership has reached the point where the next step needs to be deliberate, a conversation with a Boca Raton business divorce attorney at the Andrew M. Schwartz Legal Team is a practical place to start. We will review your agreement, explain the options and the deadlines that apply, and tell you candidly whether a negotiated exit or a court filing makes more sense. Call our office to schedule a consultation.