Boca Raton Partnership Dispute Attorney

The hardest partnership disputes are rarely about one blowup. They build slowly: a distribution that comes late, a bank statement that does not add up, a decision made without a vote. By the time an owner calls a lawyer, the real question is usually not “who is right” but “what happens to the business, and to my money, from here.” The Andrew M. Schwartz Legal Team handles those questions for partners, LLC members, shareholders, and minority owners in Boca Raton, throughout Palm Beach County and Broward County, and across South Florida, where a Boca Raton partnership dispute attorney is often needed on short notice.

Partnership disputes sit at the intersection of contract law, fiduciary duty, and the specific wording of the documents the owners signed years ago, often when everyone was getting along. How the dispute resolves depends heavily on what those documents say about buyouts, deadlock, management authority, and exit. It also depends on the kind of entity involved, because Florida treats LLC members, corporate shareholders, and general partners under different statutes with different remedies.

Many of the disputes we see involve family members or longtime friends who went into business together, and some involve owners who live in New York, New Jersey, or Connecticut while the business or property sits in South Florida. Each of those situations changes how a dispute should be handled, and each is covered below.

Why Choose the Andrew M. Schwartz Legal Team for Partnership Disputes

The Andrew M. Schwartz Legal Team is a Boca Raton business litigation firm serving business owners, investors, and families in Palm Beach and Broward Counties. Firm founder Andrew M. Schwartz 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. Andrew is joined by Senior Counsel Sundeep Nath, 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, which matters in a dispute that may run for many months. Everyone working on your matter knows the file, so when you call with a new development, someone can respond with real knowledge of your case. The firm keeps a strict 24 hour return call policy when attorneys are in court or otherwise unavailable, and staff can set up scheduled conference calls at times that work for everyone involved.

On the results side, the firm recently obtained a 32-page final judgment from the Broward County Circuit Court, issued after a five-day bench trial, awarding its client specific performance of a commercial real estate contract. That outcome reflects the kind of detailed, document-driven trial work that partnership cases demand, because these disputes often turn on the exact language of an agreement and the history of how the parties dealt with each other.

Our attorneys are also experienced in mediation and arbitration, not only courtroom litigation. Andrew’s view, shaped over decades, is that clients often start out wanting the most aggressive lawyer available but are really better served by one who acts as the situation requires and uses finesse when finesse will do. We look for the resolution that fits your goals and your budget, rather than stretching a case out for its own sake. The firm also receives a significant share of its work from other attorneys, including out of state lawyers whose clients have disputes in Florida, and we keep referring counsel informed throughout.

Types of Partnership and Co-Owner Disputes We Handle

• Deadlocked Management: Two 50 percent owners who cannot agree on a major decision can freeze a company’s operations. Florida’s LLC statute lists deadlock as a ground for judicial dissolution when it cannot be broken and irreparable injury to the company is threatened or occurring, and many operating agreements contain their own deadlock sale mechanisms that may control instead.
• Buyouts and Valuation Fights: When one owner wants out, the argument is usually over price. Disputes arise over which valuation method applies, whether minority or marketability discounts are allowed, and what the governing agreement says about fair value.
• Breach of Operating, Partnership, or Shareholder Agreements: Unauthorized transactions, ignored voting thresholds, blocked information rights, and violated non-compete or transfer restrictions are common claims, and they usually turn on precise contract language.
• Breach of Fiduciary Duty: Managers and controlling owners owe duties to the company and, in many situations, to their co-owners. Self-dealing, usurping business opportunities, and favoring one owner’s side ventures are typical allegations.
• Missing Funds and Unpaid Distributions: Diverted company money, commingled accounts, disputed capital contributions, and partners who cannot explain where cash went often call for an accounting claim and, where assets are at risk, emergency relief.
• Minority Owner Freeze-Outs: A majority holder who cuts a minority owner out of decisions, information, or distributions may be exposing the company to claims, and the minority owner may have a path to dissolution or a court-supervised buyout.
• Family Business Disputes: Siblings who inherited a company, parents and children with different visions, and in-laws sharing ownership face questions of control and compensation made harder by the personal relationships involved.
• Co-Owned Real Estate: When a partnership’s main asset is property, the dispute often turns into a partition action under Florida’s partition statutes, or a title dispute that requires a quiet title case.

What to Do Right Now If Your Partner Relationship Has Broken Down

Start with the documents. Pull together the operating agreement, partnership agreement, shareholder agreement, any buy-sell terms, amendments, and the company’s formation records. Add the financial trail: bank statements, tax returns, K-1s, general ledger reports, loan documents, and anything showing capital contributions or distributions. Emails and texts about money or major decisions matter too. Preserve them and do not delete anything, even material you think hurts you. Spoliation problems can do more damage than the original bad fact.

Next, think about whether anything is happening that cannot wait. If a partner is moving funds, draining accounts, transferring property, or locking you out of systems, a court can issue temporary or emergency injunctive relief to preserve the status quo while the dispute proceeds. That is a different track from the main case and moves on a different clock, so it is worth raising with a lawyer early rather than after the assets are gone. In a corporate dissolution proceeding, Florida courts can also appoint a receiver or custodian and take steps to preserve company assets, and LLC proceedings similarly allow a receiver or custodian after a hearing on notice.

Mind the deadlines. A claim founded on a written agreement generally carries a five-year limitations period in Florida, while claims on oral or implied agreements carry four years. Fraud claims run four years from discovery, with an outer cap of 12 years. A claim that sounds like professional malpractice against an accountant or other advisor can have a two-year period running from when it was or should have been discovered. If your dispute involves several theories, each may have its own clock, and waiting to see if things improve can quietly use up time.

Be careful about what you do in the meantime. Do not take money or assets from the business to even the score, do not cut off a partner’s access in a way your agreement does not allow, and avoid long written arguments by email that can later be read to a judge. Check your agreement for notice requirements, mandatory mediation or arbitration clauses, and deadlock or buy-sell mechanics before filing anything, because starting the wrong process can waive rights or trigger deadlines you did not want to start.

On the courts: partnership and entity disputes with real money at stake are heard in circuit court. For Palm Beach County cases, that is the Fifteenth Judicial Circuit, which sits in West Palm Beach and has other courthouse locations around the county. Broward County cases go to the Seventeenth Judicial Circuit, which sits in Fort Lauderdale and has regional courthouses. The Seventeenth Circuit also has complex business divisions that handle large business litigation and certain business entity dissolutions, and a case can be filed directly into one of them under the circuit’s administrative order. Disputes with a federal angle can also land in the U.S. District Court for the Southern District of Florida, which covers both counties. Because ownership of the business and its assets may sit in different counties, choosing the right venue is part of the early strategy.

How Florida Law Lets Owners Separate: Dissolution, Buyouts, and Deadlock Sales

There is no single “partnership dispute” statute. Which tools you have depends on your entity type, so the first question we ask is how the business is organized.

For LLCs, Florida’s Revised LLC Act allows a manager or member to ask a circuit court to dissolve the company on specified grounds. These include conduct of the company’s affairs unlawfully, circumstances where it is not reasonably practicable to carry on the business in line with the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, and deadlock among managers or members that cannot be broken and threatens irreparable injury. A court that finds sufficient merit can appoint a receiver or custodian, or order the company or other members to buy out the petitioner’s interest. One important wrinkle: if the operating agreement contains a deadlock sale provision that is started before the court finds deadlock grounds exist, that contractual process takes the place of judicial dissolution, so timing and drafting matter.

For corporations, a shareholder can seek judicial dissolution on statutory grounds, including where the business has been abandoned and not wound up within a reasonable time. Florida also gives the corporation, or other shareholders, a way to avoid dissolution by electing to buy the petitioner’s shares at fair value. The corporation must notify the other shareholders of that option within 30 days of a dissolution proceeding starting. 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 to purchase is generally irrevocable unless the court finds it equitable to modify it. Filing for dissolution does not erase a shareholder’s right to use a deadlock sale clause in a compliant shareholder agreement.

The practical takeaway is that a dissolution petition is often less about shutting a business down and more about leverage for a negotiated exit. Many of our cases resolve through a buyout, a sale of the business, or a structured wind-down, reached through negotiation or mediation, once each side understands the real downside of the alternative. When a negotiated deal is not possible, we try the case.

Partnership Dispute FAQs

What counts as a partnership dispute?

It is any conflict among co-owners of a business, whether they hold general partnership interests, LLC membership interests, or corporate shares. Common examples include disagreements over control, profit splits, capital contributions, compensation, access to financial records, and whether an owner is acting for personal benefit at the company’s expense.

Can I sue my business partner for taking company money?

Often yes. Depending on the facts, claims can include breach of fiduciary duty, breach of the governing agreement, conversion, an accounting, and recovery of the funds. Where money is still moving, a court can be asked for injunctive relief to freeze or preserve assets while the case proceeds.

Do I have to go to court, or can this be settled?

Many disputes settle through negotiation, mediation, or arbitration, especially where an agreement requires it. Our attorneys handle all of those routes as well as courtroom litigation, and we pursue the path most likely to meet your goals efficiently.

Can a court force the sale or dissolution of my company?

In appropriate cases, yes. Florida law lets a circuit court dissolve an LLC or corporation on statutory grounds such as deadlock, misappropriation of assets, or illegal conduct by those in control. Courts can also appoint a receiver or custodian, and the law often allows the other owners to buy the petitioner out at fair value instead.

How long do I have to file a claim?

It depends on the claim. A suit on a written contract generally has five years, an oral or implied contract claim four years, and a fraud claim four years from discovery with a 12-year outer limit. Because one dispute can involve several claims with different clocks, it is safest to have the dates reviewed early.

What happens if our operating agreement has a deadlock or buy-sell clause?

Those clauses can control how the separation happens, sometimes in place of a court-ordered dissolution. The details matter, including who can trigger the clause, how value is set, and when it must be started, so have the language reviewed before you take any step.

I am a minority owner and was cut out of decisions. Do I have any leverage?

Often you do. Information rights, fiduciary duties owed by controlling owners, and the statutory dissolution and buyout remedies can all give a minority owner real bargaining power, even where the operating agreement is thin. The right approach depends on your entity type and the documents.

What if my partner and I are family?

The legal analysis is the same, but the handling is not. These cases call for discretion and often benefit from early mediation, while still protecting your financial position. We represent siblings, parents and children, spouses, and in-laws who share ownership of a business.

My business partner and I also co-own real estate. Is that a separate problem?

It can be. Florida law lets a co-owner ask a court for partition, which divides the property or orders it sold and the proceeds divided. Partition cases are heard in circuit court and may involve court-appointed commissioners who evaluate whether division is practical. If title is contested, a quiet title action may be needed instead.

I live in New York or New Jersey. Do I have to travel for every hearing?

No. We regularly represent clients from New York, New Jersey, and Connecticut with South Florida business or real estate interests. We handle the local court appearances, keep you informed at each stage, and schedule calls around your availability.

Is it worth hiring a lawyer if the dispute involves a smaller business?

Often it is, because the cost of delay or an unprotected exit can exceed the cost of legal help. A short consultation to review your agreement and options can show whether a negotiated resolution is realistic before anyone files suit. For some clients, ongoing access to an outside general counsel before a dispute starts is a cheaper way to avoid one.

Serving Partnership Dispute Clients Across Boca Raton and South Florida

From Boca Raton itself, including the areas around Mizner Park, the Town Center corridor, and the Glades Road business district, our team represents owners and investors in partnership and member disputes. We also serve clients in nearby Palm Beach County communities such as Delray Beach, Boynton Beach, Highland Beach, and Lake Worth Beach, and farther north in West Palm Beach, Palm Beach Gardens, Jupiter, and Wellington.

In Broward County, we work with clients in Deerfield Beach, Coconut Creek, Coral Springs, Parkland, Pompano Beach, Fort Lauderdale, Plantation, Davie, Hollywood, and Weston. Whether your company is a family-run operation, a professional practice, a real estate venture, or an investment vehicle, we handle the court proceedings in both counties. We also work with out of state owners and referring attorneys whose partners, co-owners, or properties are located here in South Florida.

Talk With a Boca Raton Partnership Dispute Lawyer

If you are in a standoff with a co-owner, discovering money that cannot be explained, or trying to work out how to leave a business on fair terms, a conversation with a Boca Raton partnership dispute lawyer at the Andrew M. Schwartz Legal Team is a practical place to start. We will review your agreement, explain the options your entity type and documents actually give you, and lay out what a realistic path looks like in terms of both outcome and cost. Call our office to schedule a consultation and get a clear read on where you stand before the situation hardens.