Boca Raton Business Transactions Attorney

Boca Raton business owners rarely get a second chance to fix a contract after the ink dries. Whether you are buying a company, bringing in an investor, signing a commercial lease, or splitting ownership with a partner, the document you sign now is the one a judge will read later. The Andrew M. Schwartz Legal Team handles business transactions and the litigation that follows when deals go wrong, serving clients in Boca Raton, throughout Palm Beach County and Broward County, and across South Florida. If you are searching for a Boca Raton business transactions attorney, you are probably at a decision point, and what you do before signing matters more than what you do after.

Most business disputes we see trace back to something that was left vague, left out, or left to a handshake. An operating agreement with no deadlock mechanism. A purchase agreement that never says who owns the receivables. A partnership built on trust and never written down. Careful drafting up front costs a fraction of what a contested case costs later.

A litigator who has seen how agreements fail in court drafts differently than a lawyer who only papers deals. That perspective drives how we approach every transaction.

Why Choose the Andrew M. Schwartz Legal Team for Business Transactions in Boca Raton

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s business and real estate matters, with clients throughout Palm Beach County, Broward County, and the tri-state area who hold interests here. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He holds an undergraduate degree from Emory University and a law degree from the University of Miami. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts.

That litigation background is the point. Lawyers who have tried these cases know which clauses get fought over and which gaps become lawsuits. In May 2024, following a five-day bench trial, a Broward County circuit judge issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That result turned on what the written agreement actually said.

The firm practices as a true team, so everyone working on your matter knows the file. We keep a strict 24 hour return call policy, we are experienced in mediation and arbitration as well as the courtroom, and we look for the outcome that fits your goals and budget rather than prolonging a matter for its own sake. Through our outside general counsel program, the firm can also serve as your company’s registered agent and handle ongoing contract and compliance questions. Many of our matters come as referrals from other attorneys, including out of state counsel whose clients have Florida deals.

Business Transactions We Handle for Boca Raton Companies

• Business Purchases and Sales: Asset deals and equity deals allocate liabilities very differently. Purchase agreements need clear treatment of existing debts, receivables, employees, and post-closing disputes.
• Operating Agreements and Shareholder Agreements: These documents decide who controls the company, how profits are distributed, and what happens when owners disagree. Buyout formulas and deadlock provisions written at the start can spare owners a court fight later.
• Partnership and Co-Ownership Arrangements: Family members, friends, and investors often go into business together on thin paperwork. We document contributions, compensation, and exit terms before resentment sets in.
• Commercial Leases: Retail, office, and industrial leases in Palm Beach and Broward Counties carry personal guaranties, escalation clauses, and default provisions that tenants often overlook until a dispute arises.
• Loan Documents and Financing: Promissory notes, guaranties, and security agreements shift risk between lenders and borrowers, and the wording often decides who bears a loss.
• Construction and Vendor Contracts: Payment terms, change orders, and delay provisions determine who absorbs cost overruns on large projects.
• Commercial Real Estate Purchase Contracts: Failed closings are a frequent source of litigation, and the contract’s default and remedy provisions control what a buyer or seller can do next.
• Ownership Exits and Buyouts: Structuring a negotiated buyout, a sale, or a wind-down so that valuation and payment terms are enforceable.

Before You Sign: Practical Steps and Deadlines for Business Deals

Start by getting every material term onto paper. Oral deals are not void in Florida, but proving them is harder, and the limitations period is shorter. A claim on a contract founded on a written instrument can be brought within five years. A claim on an oral or implied contract has four years. Fraud claims run four years from discovery, with an outside limit of 12 years. A suit seeking specific performance, the remedy a court granted our client in the Broward matter, must be filed within one year. Waiting to see how things play out can quietly forfeit that remedy.

Before signing, gather the documents a lawyer will need: the draft agreement, any letter of intent, financial statements, entity records, existing contracts that touch the deal, and correspondence showing what each side has already promised. If you are buying a business, ask for the paper trail behind its debts and liabilities. If you are bringing in a partner, decide in advance how decisions are made and how someone leaves.

Common mistakes are predictable. Owners sign form agreements they never read closely. They rely on a verbal promise that the document contradicts. They skip a deadlock or buyout provision because everyone is getting along. And they delay calling a lawyer until a dispute has already hardened. A lawyer who reviews the deal first can usually fix these problems for far less than it costs to litigate them.

If a deal has already gone wrong, move quickly and preserve everything: emails, texts, bank records, signed drafts. Do not move or spend disputed funds, and do not make admissions in writing. Where assets are at risk, a court can grant injunctive relief to freeze the situation while the case proceeds, and that relief is time sensitive.

Where Business Disputes Are Heard in Palm Beach and Broward Counties

Knowing the forum helps you gauge cost and timing. Palm Beach County cases are heard in the Fifteenth Judicial Circuit, and Broward County cases in the Seventeenth Judicial Circuit. Under current jurisdictional lines, county courts hear civil claims up to the statutory ceiling, while larger disputes go to circuit court. Small claims cover only the smallest amounts. Most significant business transaction disputes belong in circuit court.

Broward’s Seventeenth Circuit also maintains complex business divisions, created to handle large business and construction litigation, certain business entity dissolutions, and similar matters. A case can be filed directly into one of these divisions through the process the circuit’s administrative order sets out, and the Clerk then assigns it at random to a division. Federal claims, or cases with the right party diversity, can be heard in the U.S. District Court for the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach among other locations.

Many deals never reach a courtroom. Contracts often send disputes to mediation or arbitration first, and our attorneys handle those proceedings as well as trials.

When a Business Deal Becomes a Business Divorce

Co-owners sometimes find that the transaction they structured cannot survive the relationship. Florida law gives LLC members several grounds to seek judicial dissolution, including deadlock with irreparable injury, misappropriated or wasted assets, and the impracticability of carrying on under the operating agreement. For corporations, shareholders have parallel remedies, and a corporation or other shareholders can elect to buy out a petitioning shareholder at fair value, which can be a path to ending the dispute without dissolving the business. If your agreement already contains a deadlock sale provision, it may control instead of a court-ordered remedy, which is one more reason the drafting stage matters.

Boca Raton Business Transactions: Common Questions

What does a business transactions attorney actually do?

We draft, review, and negotiate the agreements that create, transfer, or finance a business: purchase agreements, operating and shareholder agreements, leases, loan documents, and contracts with vendors and partners. Because we also litigate, we draft with an eye toward how a dispute over the language would play out in court.

Should a lawyer review a deal before I sign?

Yes, especially when real money or ownership is at stake. Changing a clause before signing is far cheaper than fighting over it afterward, and a lawyer can flag terms, such as personal guaranties or open-ended indemnities, that carry risk you may not have noticed.

How long do I have to sue over a breached written contract in Florida?

Five years for a claim founded on a written instrument. Oral or implied contract claims have four years, and a claim seeking specific performance has just one year. Different claims arising from the same deal can run on different clocks.

What is specific performance, and when does it apply?

It is a court order requiring a party to carry out the contract rather than pay money damages. It is most common in real estate, where each property is unique. Our firm obtained a final judgment granting it in a commercial real estate contract case after a bench trial in Broward County.

What is the difference between an asset purchase and a stock or membership interest purchase?

In an asset purchase, the buyer selects which assets and liabilities to take. In an equity purchase, the buyer acquires the entity with its history, including obligations that may not be obvious. The choice affects liability, taxes, and the contracts that must be assigned, so it should be made with advice.

Can you help if my partner and I never signed a written agreement?

Often yes, though proof becomes harder. We look at emails, bank records, filings, and how the parties actually operated. Going forward, we can document the arrangement so the next disagreement is easier to resolve.

Do I need a Boca Raton lawyer if my partner is in Florida but I live in New York?

You need a Florida lawyer for Florida courts. We regularly represent clients from New York, New Jersey, and Connecticut with South Florida business interests, handle the local appearances, and keep you informed so you do not have to travel for every hearing.

What if my operating agreement has a deadlock sale provision?

If one is initiated before a court finds deadlock grounds, the provision can apply in place of a judicial dissolution order. How it is triggered, and how value is determined, depends on the exact wording, so the timing of your first move matters.

Can a court freeze assets while a business dispute is pending?

In appropriate cases, yes. Courts can issue temporary and permanent injunctions and, in dissolution matters, appoint a receiver or custodian after a hearing. We seek emergency relief when funds or property are being moved or spent.

Is it worth hiring a lawyer for a smaller deal?

Often it is, because a small deal can carry large personal exposure through guaranties or ownership terms. We look for the scope of help that fits the stakes and the budget, including limited review of a draft before you sign.

Do you work with other attorneys on their clients’ Florida transactions?

Yes. A significant part of our practice comes from attorney referrals, and we communicate with referring counsel throughout the matter and respect their client relationship.

Serving Business Transactions Clients Across Palm Beach and Broward Counties

We represent business owners and investors from Boca Raton and neighboring Highland Beach, Delray Beach, Boynton Beach, and Lantana, and north through Lake Worth, Wellington, Royal Palm Beach, West Palm Beach, Palm Beach Gardens, and Jupiter. Across Palm Beach County, we also assist clients in Greenacres, Belle Glade, and Riviera Beach. In Broward County, our clients include companies and owners in Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Fort Lauderdale, Plantation, Sunrise, Hollywood, and Davie. We also serve clients elsewhere in South Florida, and out of state clients from New York, New Jersey, and Connecticut whose partners, companies, or property are located here.

Talk With a Boca Raton Business Transaction Attorney Before You Commit

Whether you are about to sign, trying to fix an agreement that is not working, or already facing a dispute, a conversation with a Boca Raton business transaction attorney at the Andrew M. Schwartz Legal Team can clarify where you stand. Call to schedule a consultation, and we will look at your documents, your goals, and your options.