Boca Raton LLC Member Dispute Attorney

The Andrew M. Schwartz Legal Team represents LLC members, managers, and minority owners whose companies have turned on them, and we do that work for clients in Boca Raton, throughout Palm Beach County and Broward County, and across South Florida. A Boca Raton LLC member dispute attorney is usually called when the operating agreement stops working: two members who each hold half and cannot agree on anything, a majority owner who has frozen out the minority, or a manager who cannot say where the company’s money went.

These disputes have a feature that most commercial cases lack. The company is both the thing being fought over and the thing that has to keep running while the fight happens. Customers still need to be served, leases still come due, and bank accounts can be drained in a matter of days. How a member dispute is handled in its first few weeks often decides whether the business survives long enough to be worth anything at the end.

Florida’s Revised Limited Liability Company Act supplies the framework, but the operating agreement usually does most of the work. Many LLCs in Palm Beach and Broward counties were formed with a template agreement that nobody read closely, and the gaps in that document become the battleground once the relationship sours.

Where an LLC Dispute Stops Being Negotiable: Judicial Dissolution and Buyout Remedies

When members cannot resolve a dispute on their own, Florida law gives a circuit court real authority over the company. A manager or member can petition for dissolution on several statutory grounds: the company’s affairs are being conducted unlawfully; it is not reasonably practicable to carry on the business consistent with the articles and operating agreement; those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; company assets are being misappropriated or wasted to the company’s injury; or the managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or already occurring.

Dissolution is not the only outcome the court can reach. Once a petition shows sufficient merit, the court may appoint a receiver or custodian to run or safeguard the company, or it may order the company or other members to buy out the petitioning member’s interest. A receiver or custodian cannot be appointed without a hearing, with notice to the parties and to any interested person the court designates. For a member who wants out at a fair price, a buyout order can be a better result than liquidation; for a member who wants the business to survive, the same remedy can be a threat. Knowing which side of that remedy you are on shapes the entire strategy.

One wrinkle deserves attention before anyone files. If the operating agreement contains a deadlock sale provision, such as a buy-sell or shotgun clause, and a member initiates it before the court finds that deadlock grounds exist, that contractual mechanism controls in place of a judicial dissolution order or a court-ordered purchase, provided it is then carried through. Whether to trigger such a clause, or to file first, is a timing decision with permanent consequences.

Why Choose the Andrew M. Schwartz Legal Team for LLC Member Disputes

The Andrew M. Founder Andrew M. Schwartz has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has built his practice 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 both state and federal courts.

LLC disputes tend to turn on the exact wording of an agreement and the history of how the members actually behaved, and that is where the firm’s contract litigation background matters. The firm practices as a true legal team, so everyone working on a matter knows the file and can answer when a client calls, and a strict 24 hour return call policy applies when an attorney is in court. The firm is experienced in mediation and arbitration as well as courtroom litigation, and it looks for the resolution that fits a client’s goals and budget rather than prolonging a case.

The firm’s work on contested business property is reflected in a recent result. After a five-day bench trial, the Broward County Circuit Court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. Many LLCs hold real estate, so a member dispute frequently becomes a property dispute as well, and the firm handles both sides of that overlap. A significant share of the firm’s work also comes from referrals by other attorneys, including out of state lawyers whose clients own interests in South Florida companies.

The Disputes We Handle Between LLC Members and Managers

• Deadlocked Management: Two equal members, or a board of managers split evenly, cannot approve a budget, a sale, or a hire. Florida’s dissolution statute treats an unbreakable deadlock that threatens irreparable injury as grounds for court intervention, and an operating agreement’s own deadlock sale clause may displace that route.
• Freeze-Outs of Minority Members: The controlling member stops distributing profits, stops sharing records, and cuts the minority owner out of decisions. Remedies can include an accounting, a buyout at fair terms, or dissolution where the controlling owners are acting illegally or fraudulently.
• Breach of the Operating Agreement: A member competes with the company, transfers an interest in violation of a restriction, or ignores voting and consent requirements. These claims depend heavily on the agreement’s precise language.
• Breach of Fiduciary Duty: Managers and controlling members who self-deal, divert opportunities, or favor an affiliated company at the LLC’s expense can be held to account for the loss.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, disputed capital contributions, and a manager who cannot account for company money. We pursue accountings and recovery, and seek emergency relief to stop assets from being moved while the case is pending.
• Valuation and Buyout Disputes: Members agree someone should leave but cannot agree on what the interest is worth or how it will be paid. The fight often centers on the valuation method the agreement prescribes, or the absence of one.
• Family and Friend-Owned LLCs: Siblings who inherited an interest, parents and children with different plans, and spouses or in-laws sharing ownership face the same control and compensation questions, with the added weight of personal relationships.
• Real Estate Held Through an LLC: When the company owns property, a member dispute can spill into partition, title, and quiet title questions, and the two sets of claims need to be coordinated rather than litigated in isolation.

What to Do in the First Weeks of an LLC Member Dispute

Start by getting the documents in one place: the articles of organization, the operating agreement and every amendment, company bank statements, tax returns, capital contribution records, and any emails or texts where members discussed money, control, or the agreement itself. Do this before the relationship deteriorates further, because a member who still has access today may not have it next month. A member generally has statutory rights to inspect company records, and a request made in writing creates a clear paper trail.

Read the operating agreement for three things before you do anything else: whether it has a buy-sell or deadlock sale clause, whether it requires mediation or arbitration before suit, and whether it addresses attorney’s fees. Each one changes where the case is heard and what it costs. A mandatory arbitration clause, for example, may mean the dispute never reaches a courtroom at all.

Be careful about self-help. Locking out a co-member, moving company funds to a new account, or telling customers about the dispute can hand the other side a claim of its own. If money is leaving the company, the more productive move is to document it and ask a court for emergency relief, including a temporary injunction, rather than responding in kind.

Watch the clock on any contract-based claim. Florida gives five years to sue on a written instrument, such as an operating agreement, and four years for a contract claim that is not founded on a written instrument. A fraud claim runs four years from discovery, subject to an outer limit of 12 years, and a claim to rescind a contract also runs four years. These periods run from when the claim accrues, so delay can quietly cost a member a claim that was strong.

If you do end up in court, the venue depends on the amount at stake and the relief sought. Disputes above the county court ceiling belong in circuit court. For a Palm Beach County company, that is the Fifteenth Judicial Circuit, sitting in and for Palm Beach County, with the main courthouse in West Palm Beach. For a Broward County company, it is the Seventeenth Judicial Circuit, sitting in and for Broward County, with its central courthouse in Fort Lauderdale. The Seventeenth Circuit also operates a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and a case can be filed directly into that division under the circuit’s administrative order. Where the parties and claims qualify, the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach, is another possible forum.

How Corporations and LLCs Differ When Owners Fall Out

Many South Florida businesses are structured as corporations rather than LLCs, and the remedies differ in ways that matter if you are deciding which tools you actually have. Under Florida’s corporate dissolution statute, a shareholder can seek judicial dissolution on several grounds, including that the corporation has abandoned its business and has not within a reasonable time liquidated, distributed its assets, and dissolved.

The corporate statute also contains a structured buyout mechanism. In a shareholder’s dissolution proceeding on the listed grounds, the corporation may elect to buy the petitioning shareholder’s shares at fair value, and if it does not, one or more other shareholders may. The corporation must notify the other shareholders within 30 days of the proceeding’s start that they can avoid dissolution by electing to purchase. If the parties agree on fair value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms, and an election is irrevocable unless the court finds it equitable to set it aside or modify it. During the case, the court may issue injunctions, appoint a receiver or custodian, and take other steps to preserve assets.

The practical point for an LLC member is that your company’s operating agreement, rather than a one-size-fits-all statute, often supplies the buyout path. That is why the agreement is the first document we read in every member dispute.

Questions LLC Members Ask About Disputes in Boca Raton

Can I force a co-member out of my LLC in Florida?

It depends on the operating agreement and on what the member has done. Many agreements include buyout, expulsion, or dissociation provisions. Where the agreement is silent, Florida’s statute allows a court to dissolve the company or order a purchase of a member’s interest on specified grounds, such as misappropriation of assets or illegal conduct by those in control. A court remedy is harder to obtain than a contractual one, so the agreement is the starting point.

What counts as a deadlock under Florida’s LLC statute?

The statute looks to whether managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or being suffered. Disagreement alone is not enough. The injury component is what separates a frustrating stalemate from one a court will act on.

What if my operating agreement has a buy-sell or shotgun clause?

If a member initiates a deadlock sale provision before a court determines that deadlock grounds exist, that provision applies in place of a judicial dissolution order or a court-ordered buyout, as long as it is then initiated and carried out. Triggering one of these clauses can be irreversible, so it should be reviewed first.

Can a court appoint someone to run the company during the dispute?

Yes. Once a petition shows sufficient merit, a court may appoint a receiver or custodian, but only after a hearing with notice to the parties and an interested person the court designates. Courts treat this as a significant step and want to see that the company or its assets are genuinely at risk.

My partner is taking money out of the LLC. What can I do?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. When assets are leaving, a court can issue injunctive relief to stop them from being moved or spent while the case is pending. Gather bank statements and records first, because the strength of an emergency request depends on the documentation.

How long do I have to file a claim over a breach of the operating agreement?

Five years for a claim founded on a written instrument, which usually includes an operating agreement, and four years for a contract claim that is not founded on a written instrument. Fraud claims run four years from discovery with a 12-year outer limit. Because accrual dates are often disputed, do not assume you have the full period.

Will my dispute have to go to trial?

Not necessarily. Many member disputes resolve through negotiation, mediation, or arbitration, and some operating agreements require one of those before a lawsuit. Our attorneys are experienced in both alternative dispute resolution and courtroom litigation, and we pursue the path most likely to meet your goals efficiently.

Which court would hear my LLC dispute?

Most significant member disputes belong in circuit court, because the amounts and the equitable remedies involved exceed county court’s reach. Palm Beach County cases go to the Fifteenth Judicial Circuit, and Broward County cases go to the Seventeenth. The Seventeenth has a complex business division suited to dissolution and large business disputes. Some cases can also proceed in the Southern District of Florida.

I live in New York and own an interest in a South Florida LLC. Do I have to travel for every hearing?

No. We regularly represent clients from New York, New Jersey, and Connecticut with business or real estate interests here, handle the local court appearances, and keep you informed at each stage so you can protect your interests without flying down for every proceeding.

Does the dispute affect the real estate my LLC owns?

It can. If the company holds property, a fight among members may involve title questions, and co-owners who hold property individually may turn to a partition action, where a court divides the property or orders it sold and the proceeds divided. We handle partition, title, and quiet title matters alongside member disputes so the strategies line up.

Should I hire a lawyer before things reach the point of a lawsuit?

Often that is the better time. An early review of the operating agreement can reveal a buyout right, a notice requirement, or a deadline that is easy to lose later. Our general counsel program also gives companies ongoing access to a litigator, which often keeps a disagreement from turning into a lawsuit.

Serving LLC Member Dispute Clients Across Boca Raton and South Florida

We work with LLC members and managers throughout Boca Raton, from the downtown corridor and the Town Center area to the communities along Glades Road and Yamato Road, and the business parks serving the city’s commercial base. Our clients also come from nearby Delray Beach, Boynton Beach, Highland Beach, and Lantana, and from Wellington, Royal Palm Beach, Palm Beach Gardens, Jupiter, and West Palm Beach across Palm Beach County.

In Broward County, we represent members whose companies operate in Deerfield Beach, Pompano Beach, Coconut Creek, Coral Springs, Parkland, Fort Lauderdale, Plantation, Sunrise, Hollywood, and the surrounding communities. Many of our clients live out of state, in New York, New Jersey, and Connecticut, and hold interests in South Florida businesses and real estate; we handle the Florida proceedings so they do not have to.

Speak With a Boca Raton LLC Member Dispute Lawyer

An LLC dispute rarely improves on its own, and the options available to a member narrow as money moves, records disappear, and deadlines pass. If you are in a standoff with a co-member, a manager, or a controlling owner, the Andrew M. Schwartz Legal Team can review your operating agreement, explain what remedies fit your situation, and tell you plainly whether negotiation, a buyout, or court action is the stronger route. Call our Boca Raton LLC member dispute lawyers today to discuss your company and your next step.