Boynton Beach Business Divorce Attorney

The goal in a business divorce is rarely to win a fight for its own sake. It is to leave the partnership with your money, your ownership stake, or your company intact, and to stop a former ally from draining value while you sort it out. The Andrew M. Schwartz Legal Team handles partnership disputes, LLC member disputes, and shareholder conflicts for owners and investors in Boynton Beach and across Palm Beach County and Broward County, and works toward buyouts, structured wind-downs, or court-ordered dissolution depending on what the situation requires.

A Boynton Beach business divorce attorney is usually called in at a specific breaking point: one owner has stopped sharing financial records, distributions have dried up, two equal owners cannot agree on whether to sell, or a co-owner has been moving company money into accounts you cannot see. In each case the governing documents, the company’s actual banking history, and the way Florida’s LLC and corporation statutes treat deadlock and misconduct determine what leverage you have. Acting before the damage compounds often decides whether you end up with a negotiated exit or a courtroom fight over what is left.

Business divorces in this part of South Florida tend to involve small and mid-sized operating companies, jointly held commercial property, professional practices, and family-run enterprises where the owners are also relatives. Those facts shape everything, from how fair value is argued to whether the company can keep operating while the dispute plays out.

What Florida Law Actually Lets an Owner Do When the Partnership Breaks

For limited liability companies, Florida’s statute allows a member or manager to ask a circuit court to dissolve the company on several defined grounds. They include conduct of the company’s affairs unlawfully, a situation where it is not reasonably practicable to carry on the business consistent with the articles and operating agreement, controlling owners acting or expected to act illegally or fraudulently, misappropriation or waste of company assets that causes injury, and a deadlock among managers or members that cannot be broken while irreparable injury to the company is threatened or occurring. These are not abstract categories. They map directly onto the fact patterns that bring business owners to a lawyer: the partner who treats the company account as a personal wallet, or the 50/50 split where neither side can move.

Dissolution is not the only outcome a court can order. Once a petition shows sufficient merit, the judge can appoint a receiver or custodian to take control of the business, or can order that the petitioning member’s interest be purchased. Before a receiver or custodian is appointed, the court must hold a hearing after notice to the parties and to an interested person it designates. Operating agreements add another layer: if the agreement contains a deadlock sale mechanism and it is initiated before the court finds that deadlock grounds exist, that contractual mechanism takes the place of a dissolution order or a court-directed buyout, provided it is then carried through. Reading the agreement closely before filing anything is therefore not optional.

Corporations follow a parallel but distinct track. A shareholder can ask the circuit court to dissolve a corporation or order another remedy, including where the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. Florida also builds in an off-ramp: once a shareholder files for dissolution on the covered grounds, the corporation can elect, or if it does not, one or more other shareholders can elect, to buy the petitioner’s shares at fair value. The corporation must notify the other shareholders within 30 days of the proceeding’s start that they may avoid dissolution this way. 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, and an election to buy is irrevocable unless the court finds it equitable to modify or set it aside. During the case, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets.

Why Choose the Andrew M. Schwartz Legal Team for a Boynton Beach Partnership Dispute

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s most contested business and real estate disputes, serving Boynton Beach, Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach County and Broward County. Clients also come from New York, New Jersey, and Connecticut with business or property interests in South Florida, and the firm handles the local court appearances so those clients do not need to travel for every hearing.

Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and was admitted to The Florida Bar in 1989. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989, and his career has been built around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. 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 depth matters when a dispute can end up in the Fifteenth Judicial Circuit in Palm Beach County, the Seventeenth Judicial Circuit in Broward County, or federal court.

The firm practices as a true legal team, meaning everyone working on a matter knows the file and can respond when a client calls. There is a strict 24 hour return call policy when attorneys are in court or otherwise unavailable. 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 rather than stretching a case out. A recent example of courtroom results: after a five-day bench trial, a Broward County circuit judge entered a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. A significant part of the practice also comes from referrals by other attorneys, including out of state lawyers whose clients have disputes in Florida.

Common Business Divorce Disputes We Handle for Boynton Beach Owners

• Deadlocked Management: Two equal owners, or two blocs of owners, cannot approve a budget, a sale, a hire, or a lease renewal, and the company stalls. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury as a ground for judicial dissolution, and many operating agreements contain their own deadlock sale procedures that must be examined first.
• Buyouts and Valuation Fights: One owner wants out, or wants the other out, and the number is the problem. Disagreements over fair value, discounts for minority interests, and what counts as company goodwill are often the center of the case, and statutory buyout elections for corporations carry a 60 day window to agree on terms.
• Breach of Operating or Shareholder Agreements: Capital call failures, unauthorized transfers of interests, violations of non-compete or approval clauses, and ignored voting requirements. A written-instrument contract claim in Florida carries a five-year limitations period, while oral or implied agreement claims carry four years.
• Breach of Fiduciary Duty: A manager or controlling owner self-deals, usurps a company opportunity, pays relatives through the business, or hides information from other owners. These claims often accompany a request for an accounting.
• Missing or Diverted Company Funds: Unpaid distributions, commingled accounts, disputed capital contributions, and money that cannot be traced. Misappropriation or waste of assets that causes injury is a listed ground for LLC dissolution, and courts can issue injunctions to stop assets from being moved while the case is pending.
• Minority Owner Freeze-Outs: A majority owner cuts a minority member out of decisions, information, and profit. Remedies can include dissolution, a court-ordered purchase of the minority interest, or damages, depending on the entity type and the agreement.
• Family and Friend-Owned Businesses: Siblings who inherited a company, parents and adult children who disagree about its direction, or friends who started a venture on a handshake. These cases require discretion alongside firm protection of the client’s financial position.
• Shared Real Estate Held Through or Alongside the Business: When a business divorce includes jointly owned property, a partition action may be needed to divide the property or have it sold with proceeds split among the owners.

What to Do in the First Weeks of a Partnership Breakdown

Start with the documents. Gather the operating agreement or shareholder agreement and every amendment, the articles of organization or incorporation, tax returns, financial statements, bank and credit card statements, capital contribution records, loan guarantees, and any emails or texts in which the dispute was discussed or an agreement was reached informally. If you have lawful access to the company’s accounting system or bank portal, preserve what you can see now rather than later, because access sometimes disappears once a dispute becomes open. Do not take, delete, or alter company records you are not entitled to, since that can hand the other side a claim against you and damage your credibility with the court.

Deadlines depend on the claim. A suit on a written contract in Florida must generally be filed within five years, while an oral or implied contract claim has four years, and fraud claims run four years from discovery subject to a 12-year outer limit. If you are seeking specific performance of an agreement, that action carries a one-year limitations period, which is short enough to catch owners off guard. Claims against a professional such as an outside accountant for malpractice run two years from when the claim was or should have been discovered. Because different theories in the same dispute carry different clocks, sorting out which claims you have and when each began to run should happen early.

Where the case is filed matters. Disputes among Boynton Beach owners are typically heard in the circuit court for Palm Beach County, part of the Fifteenth Judicial Circuit, with the main courthouse in West Palm Beach and a South County courthouse in Delray Beach. Cases with a Broward connection go to the Seventeenth Judicial Circuit, which has complex business divisions that handle dissolution of certain business entities and large business litigation, and a case can be directly filed into those divisions by following the circuit’s administrative order. Federal court in the Southern District of Florida sits in West Palm Beach and Fort Lauderdale for cases that qualify. Claims in the middle range may land in county court, which hears actions with amounts in controversy up to a threshold set by statute, while larger disputes belong in circuit court.

Avoid the common mistakes. Do not sign a buyout, release, or amendment drafted by the other owner without having it reviewed. Do not stop paying your own obligations to the company, such as capital calls or guaranteed loans, on the theory that the other side breached first, because that can create counterclaims. Do not move company funds to protect them without legal guidance, even if you suspect the other owner is about to do the same. When the other owner is actively moving money, call promptly, since emergency injunctive relief may be available to freeze assets while the case proceeds.

Buyout, Wind-Down, or Court: Choosing the Exit Path

Most business divorces end without a full trial. A negotiated buyout lets one owner keep the company while the other receives fair value, often with payment terms that keep the business viable. A sale to a third party can maximize price when neither owner wants to run the company alone. A structured wind-down makes sense when the company has run its course, with assets liquidated and distributed under an agreed plan. Mediation and arbitration frequently resolve the disputed numbers faster and with less public exposure than a trial, and some operating agreements require one or both before any lawsuit.

Litigation becomes the right path when an owner is concealing information, ignoring contractual buyout procedures, or dissipating assets. A court can appoint a custodian or receiver, order a buyout of a petitioning owner’s interest, dissolve the entity and supervise its liquidation, or award damages for fiduciary breaches. The practical question for each client is which route preserves the most value after legal fees, and that answer depends on the strength of the evidence, the language of the governing documents, and how the other owner has behaved so far.

Questions Boynton Beach Business Owners Ask About Business Divorce

What is a business divorce?

It is the separation of co-owners of a company, whether they hold interests as partners, LLC members, or shareholders. It can end in a negotiated buyout, a sale of the business, a structured wind-down, or court-ordered dissolution when the owners cannot agree.

Can I force a partner out of my Florida LLC?

That depends on the operating agreement and on the partner’s conduct. Many agreements contain expulsion, dissociation, or buyout provisions, and Florida’s statute gives courts tools such as dissolution or a court-ordered purchase when a member has engaged in serious misconduct or the company cannot function. A review of your agreement is the first step.

What can I do 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 or waste of company assets is also a recognized ground for judicial dissolution of an LLC, and a court can issue an injunction to stop money from being moved or spent while the dispute is pending.

What happens if my operating agreement has a deadlock sale clause?

If the clause is triggered before a court determines that deadlock grounds exist, the contractual procedure generally applies in place of a judicial dissolution or court-ordered buyout, as long as it is then carried through. The timing of who initiates what can therefore shape the entire case.

How does a corporate shareholder buyout work when I ask the court to dissolve the company?

Once a shareholder files for dissolution on the covered grounds, the corporation or the other shareholders can elect to purchase the petitioner’s shares at fair value. The corporation must tell the other shareholders about this option within 30 days after the proceeding begins. If everyone agrees on value and terms within 60 days of the first election, the court orders the purchase on those terms.

Do I have to sue, or can this be resolved privately?

Many disputes settle through negotiation, mediation, or arbitration, and some agreements require those steps first. Litigation is typically the fallback when information is being withheld, assets are at risk, or the other side refuses to engage.

How long do I have to file a claim over a broken operating agreement?

A claim founded on a written instrument generally has a five-year limitations period in Florida, while an oral or implied contract claim has four years. A fraud claim has four years from discovery with a 12-year cap, and an action for specific performance has one year, so the right deadline depends on the theory being pursued.

Can a court take over the company while the dispute is pending?

Yes, in appropriate cases. For LLCs, a court that finds sufficient merit can appoint a receiver or custodian after a hearing with notice to the parties. In corporate dissolution cases, courts can appoint a receiver or custodian, issue injunctions, and preserve assets until a full hearing.

My business partner is also a family member. Does that change how the case is handled?

The law is the same, but the approach differs. Family business disputes involve relationships that continue after the case, so discretion, careful communication, and realistic settlement options often matter as much as the legal claims, while the client’s financial interests still have to be protected at each step.

I live in New York, New Jersey, or Connecticut but own a share of a Boynton Beach business. Can you handle the case?

Yes. The firm regularly represents out of state clients with South Florida business and real estate interests, handles the local court appearances, and keeps clients informed so they do not have to travel for every hearing.

Will a business divorce affect real estate the company or the owners hold together?

It can. When co-owners cannot agree on jointly held property, Florida’s partition statute lets a court divide the property or, if division is not practical, order a sale at public auction with proceeds shared by ownership interest. Title disputes can also be resolved through a quiet title action in the circuit court.

Serving Business Divorce Clients From Boynton Beach Across South Florida

From Boynton Beach, the firm’s work extends north through Lantana, Lake Worth Beach, Greenacres, and Palm Springs, and south into Delray Beach, Boca Raton, and Highland Beach. Owners in Wellington, Royal Palm Beach, and Loxahatchee, as well as West Palm Beach, Palm Beach Gardens, Jupiter, and Riviera Beach, turn to the firm for partnership and shareholder disputes that end up in the Fifteenth Judicial Circuit. The same representation reaches Broward County, including Fort Lauderdale, Deerfield Beach, Coconut Creek, Coral Springs, Pompano Beach, and Hollywood, where cases can be heard in the Seventeenth Judicial Circuit. Clients from New York, New Jersey, and Connecticut with a stake in a South Florida company are served as well.

Speak With a Boynton Beach Business Divorce Lawyer

When a partner, co-member, or fellow shareholder has become the biggest threat to what you built, a Boynton Beach business divorce lawyer at the Andrew M. Schwartz Legal Team can review your agreements, explain which Florida remedies fit your situation, and recommend whether a negotiated exit, a buyout, or litigation offers the best result. Call the firm to schedule a consultation and get a clear picture of your options before the dispute costs you more.