Boca Raton General Counsel for Businesses and Owners

The best time to hire a litigator is before there is anything to litigate. That is the idea behind Boca Raton general counsel services, and it surprises business owners who assume outside counsel is only for emergencies. The Andrew M. Schwartz Legal Team handles business transactions and litigation, real estate transactions and litigation, partnership disputes, and outside general counsel work for companies in Boca Raton and across Palm Beach County and Broward County.

Most small and mid-sized companies cannot justify a full-time in-house lawyer, yet they sign leases, issue ownership interests, hire and fire, negotiate with vendors, and take on partners every year. Each of those decisions is a place where a disagreement can later turn into a lawsuit. A standing relationship with a lawyer who knows your company, your operating agreement, and your co-owners makes it far more likely that a problem gets caught on paper instead of in a courtroom.

What follows covers what an outside general counsel arrangement actually involves, which problems it is best at preventing, how the clock runs on claims when prevention fails, and when a dispute needs to move from the advisory side to the litigation side.

What Outside General Counsel Looks Like Day to Day

General counsel work is not a single service. It is access: a lawyer who answers when an owner asks whether a clause in a vendor contract is safe to sign, whether a departing partner can be removed under the operating agreement, or whether a tenant’s lease violation can be handled without a lawsuit. The value comes from familiarity. A lawyer who has already read your governing documents can answer in minutes what a new lawyer needs days to research.

Through its general counsel program, the firm also serves as a company’s registered agent, so legal notices and service of process land with people who know what to do with them. A missed summons is one of the more avoidable ways a business ends up facing a default judgment, and having the right party receiving paper from the state and from courts closes that gap.

The firm treats this work differently from a transactional-only practice because its lawyers spend their time in litigation. When a Boca Raton general counsel attorney has seen how operating agreements, leases, and purchase contracts are fought over after the relationship breaks down, the drafting and review advice reflects what judges and opposing counsel will actually do with the words.

Why Companies Choose the Andrew M. Schwartz Legal Team as Outside 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 in business and real estate cases in state and federal courts.

The firm practices as a true legal team. Everyone working on a matter knows the file, so when you call with a question, the person who answers can actually help. The firm keeps a strict 24 hour return call policy for times when the lawyers are in court, and staff will set up scheduled conference calls at times that work for everyone involved. The firm also looks for the resolution that fits a client’s goals and budget rather than stretching a dispute out, and its attorneys are experienced in mediation and arbitration as well as courtroom litigation.

That litigation record matters for general counsel work. After a five-day bench trial, a Broward County Circuit Court issued a 32-page final judgment in May 2024 awarding the firm’s client specific performance of a commercial real estate contract. Results like that come from careful preparation around contract wording and the parties’ history of dealing, which is the same attention that goes into reviewing a contract before anyone signs it. Many clients are also out-of-state owners from New York, New Jersey, and Connecticut with business or real estate interests here, and a significant share of the firm’s work comes from referrals by other attorneys.

Business Problems a General Counsel Relationship Helps Prevent

• Ownership and Operating Agreement Gaps: Many LLCs run for years on a thin or boilerplate operating agreement that says nothing useful about buyouts, expulsion, valuation, or what happens when owners deadlock. Florida law does allow a court to dissolve an LLC when managers or members are deadlocked and irreparable injury is threatened, but an agreement with a workable deadlock sale provision can resolve the standoff without a court.
• Partner and Member Conflicts: Disagreements over contributions, profit splits, and whether an owner is acting in their own interest are far easier to manage when the rules were set in writing early and someone is positioned to give neutral guidance.
• Family and Friend-Owned Businesses: Siblings, parents and children, in-laws, and longtime friends often run companies on handshakes. Documenting roles, compensation, and succession protects both the business and the relationship.
• Contract Review and Drafting: Purchase agreements, commercial leases, loan documents, construction contracts, and shareholder agreements often turn on exact wording. Review before signing is cheaper than interpretation after a breach.
• Money Controls and Accountability: Unpaid distributions, commingled accounts, and managers who cannot account for company funds usually trace back to weak financial governance. Clear authority, record-keeping, and access rights reduce the room for disputes over missing money.
• Commercial Real Estate and Leasing: Purchase and sale contracts, failed closings, and landlord and tenant issues arise constantly for Boca Raton businesses that lease space or hold investment property, and early advice keeps small defaults from becoming litigation.
• Co-Owned Property: Business partners, heirs, and investors who hold real estate together sometimes end up needing a partition or a quiet title action. Planning ownership structure up front makes those outcomes less likely.
• Compliance and Operations: Registered agent duties, corporate formalities, and day-to-day operational questions are the routine matters a general counsel program is built to absorb.

Getting Organized Before a Dispute Starts

If you are weighing whether to retain outside counsel, start by gathering the documents that define your company: articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell terms, major contracts, leases, and loan documents. If you cannot find a signed operating agreement, that alone is worth a conversation. Florida’s LLC statute fills gaps with default rules, and those defaults may not match what you and your co-owners assumed.

Pay attention to how your agreements handle exits. Whether the document includes a buyout mechanism or a deadlock sale provision decides whether a falling-out can be handled privately. Under Florida’s LLC statute, a deadlock sale provision that is triggered before a court finds grounds for dissolution takes the place of a judicial dissolution order, so the language you wrote years ago may decide how the separation unfolds.

Know the time limits that apply when something goes wrong. A claim on a written contract generally must be filed within five years, while an oral or implied contract claim has four years. A fraud claim runs four years from discovery, subject to an outside limit of twelve years. A suit to compel specific performance has a one-year limit, which is far shorter than most owners expect. Negligence claims now carry a two-year period for causes of action that accrued after March 24, 2023, and professional malpractice claims have their own two-year period running from discovery. Knowing which clock applies shapes how quickly you should act and what you should preserve.

When a dispute does reach court, the forum depends on the amount and the parties. County court handles claims up to a set threshold, and circuit court hears larger disputes. Palm Beach County cases are heard in the Fifteenth Judicial Circuit, and Broward County cases in the Seventeenth Judicial Circuit, which maintains a complex business division for large commercial matters. Federal cases for both counties go to the U.S. District Court for the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. Because the firm appears in these courts regularly, it handles local appearances for out-of-state owners so they do not need to travel for every hearing.

The most common mistake is waiting. Owners tolerate a missing distribution, an unexplained transfer, or a partner who stops communicating until the problem has grown. If money is being moved or spent, courts can grant emergency injunctive relief, but that relief is far easier to obtain when you acted promptly and kept records. Do not confront a partner by emailing accusations before getting advice, and do not sign a new amendment or release under pressure without having it reviewed.

When Advice Turns Into a Dispute

A general counsel arrangement is not a substitute for litigation, but it makes litigation better when it comes. If a partner will not cooperate and the business is deadlocked, the remedies range from a negotiated buyout to court-supervised dissolution. For a Florida corporation, a shareholder petitioning for dissolution can see the case redirected into a buyout, because the corporation or other shareholders may elect to purchase the petitioner’s shares at fair value, and if the parties agree on value and terms within 60 days of the first election, the court enters an order directing the purchase. For an LLC, a court that finds grounds for dissolution can also appoint a receiver or custodian or order a purchase of the petitioning member’s interest.

The grounds for LLC dissolution at a member’s request include unlawful conduct of the company’s affairs, impracticability of operating under the governing documents, illegal or fraudulent conduct by those in control, misappropriation or waste of assets causing injury, and a deadlock that threatens irreparable injury. A lawyer who has been advising the company from the start already knows whether those facts exist and where the documentation is.

Co-owned real estate raises its own questions. Florida’s partition statutes let a court divide jointly held land or order it sold and the proceeds shared. If the property came down through family, special heirs property rules may apply, giving cotenants additional protections before a forced sale. Quiet title actions let an owner clear competing claims, and the court generally expects the plaintiff to trace title back at least seven years. Having counsel who already understands how the property is held makes these actions faster and less expensive to bring or defend.

Questions Business Owners Ask About Boca Raton General Counsel

What does a general counsel attorney actually do for a small business?

A general counsel attorney acts as the company’s ongoing legal advisor. That means reviewing contracts and leases, advising on operational and compliance questions, helping with ownership and governance issues, and being available when something unexpected comes up. The goal is to resolve problems before they become lawsuits.

Is outside general counsel the same as hiring a lawyer only when I get sued?

No. Hiring a lawyer after a lawsuit is filed is reactive. An outside general counsel relationship is ongoing, so the lawyer already understands your business, your agreements, and your co-owners when a dispute arises.

Why would a litigation firm serve as my general counsel?

Lawyers who spend their careers in litigation have seen how contracts and operating agreements are interpreted after relationships fail. That experience informs the advice they give on drafting and review, and it means your counsel is already positioned if a dispute reaches court.

Can the firm act as my company’s registered agent?

Yes. Through its general counsel program, the firm serves as the company’s registered agent, so legal notices and service of process go to a team that knows how to respond to them.

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

The limitations period for an action on a written instrument is five years. A claim on an oral or implied contract has four years. These are different periods, so how the agreement was documented matters.

What if I want to compel someone to complete a real estate deal?

An action for specific performance has a one-year limitation period in Florida, which is much shorter than most contract claims. If a buyer or seller refuses to close, you should speak with counsel quickly. The firm obtained specific performance of a commercial real estate contract for a client after a five-day bench trial in Broward County.

Does general counsel help with partner disputes before they become lawsuits?

It often does. An attorney who knows your governing documents can identify buyout, expulsion, or dissociation provisions, advise on valuation questions, and try to settle a disagreement through negotiation or mediation before a court is involved.

Can a court force a business to dissolve if the owners are deadlocked?

In Florida, a member or manager of an LLC can ask a court to dissolve it when owners are deadlocked, cannot break the deadlock, and irreparable injury is threatened or occurring. If the operating agreement contains a deadlock sale provision that is triggered before the court finds those grounds, that provision generally controls instead.

I live in New York or New Jersey and own a Florida business. Can you handle general counsel work remotely?

Yes. The firm regularly represents owners from New York, New Jersey, and Connecticut with business or real estate interests in South Florida. It keeps clients informed by phone and scheduled conference calls and handles the local court appearances.

Will having general counsel make a lawsuit more expensive or less?

Generally less. Most disputes get cheaper when they are caught early. The firm looks for the resolution that fits a client’s goals and budget and is experienced in mediation and arbitration as well as litigation, so it does not draw cases out for their own sake.

Do other attorneys refer business clients to your firm?

Yes. A significant part of the practice comes from other lawyers, including out-of-state counsel whose clients have Florida disputes and Florida attorneys who do not handle business litigation. The firm communicates with referring counsel throughout the matter.

Business Counsel Serving Boca Raton and South Florida

The firm’s general counsel and business litigation work centers on Boca Raton and extends through Palm Beach County and Broward County. From Boca Raton, we work with owners across the Palm Beach County communities of West Palm Beach and its surrounding areas, and with companies and investors in Broward County, including Fort Lauderdale. We take on business, contract, partnership, and real estate matters throughout South Florida, handling appearances in the state circuit courts and the federal court that covers both counties.

We also represent owners who live elsewhere. Clients from New York, New Jersey, and Connecticut often hold a business interest, an investment, or a share of real estate in this region and need a Florida lawyer who will manage the local side of the work and keep them informed without requiring constant travel.

Speak with a Boca Raton General Counsel Attorney Today

If your company needs a lawyer who understands both how to prevent a dispute and how to win one, contact the Andrew M. Schwartz Legal Team. As a Boca Raton general counsel attorney team, we can review your agreements, talk through ownership and governance concerns, and set up an arrangement that keeps legal advice available when you need it. Call to schedule a consultation and put someone in place who already knows your file before a problem arrives.