Boynton Beach LLC Member Dispute Attorney

An LLC member dispute is not a partnership dispute with a different label, and it is not an ordinary contract fight. The rights of each member come from two places at once: the operating agreement the members signed and a specific Florida statute that fills every gap the agreement leaves. For a Boynton Beach LLC member dispute attorney, the first job is reading both documents together, because the answer to “what can I do?” usually sits in the space between them. The Andrew M. Schwartz Legal Team handles business and real estate disputes for LLC members, managers, and investors in Boynton Beach and throughout Palm Beach County.

The disputes that reach a lawyer tend to follow familiar lines. One member runs the company and the other is shut out of the books. Distributions stop for one owner and continue for another. A manager moves company money into an account nobody else can see. Two equal owners disagree on a major decision and the business stalls. Each of these calls for a different remedy, and picking the wrong one early can cost months and leave the company’s assets exposed in the meantime.

Florida’s LLC statute, Chapter 605, gives members real tools, including court-ordered dissolution, appointment of a receiver or custodian, and a court-ordered buyout of a petitioning member. Whether those tools are available, and in what order to use them, depends on the facts and on what your operating agreement says.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm that represents business owners, investors, and families in South Florida’s most difficult disputes. For a Boynton Beach LLC member dispute, the firm serves clients in Boynton Beach, West Palm Beach, and across Palm Beach County and Broward County, including Boca Raton and Fort Lauderdale. 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 contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree from Emory University in 1986 and his law degree from 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. That matters in LLC work because a dispute can start in state circuit court and end up with federal questions, or the reverse.

The firm practices as a true legal team, which means everyone working on your matter knows the file. When you call, someone can answer your question, and a strict 24 hour return call policy applies if the team is in court. 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 for its own sake.

The firm also has recent trial success in a related field. After a 5-day bench trial, a Broward County circuit court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That kind of result reflects the contract-heavy, document-driven preparation that LLC disputes demand. No attorney can guarantee an outcome, but that preparation is how the firm approaches every case.

Common Disputes Between LLC Members

• Deadlock Between Equal Owners: Two 50/50 members cannot agree on a sale, a major expense, or a hire, and nothing can move forward. Florida treats an unbreakable deadlock that threatens irreparable injury to the company as a ground for judicial dissolution, but an operating agreement with its own deadlock sale provision may control first.
• Freeze-Outs of Minority Members: A majority member or manager cuts a smaller owner out of decisions, information, and distributions. These cases often involve claims of breach of fiduciary duty and demands for access to company records.
• Misappropriated or Wasted Company Assets: A manager diverts funds, pays personal expenses from company accounts, or lets assets be dissipated. Misappropriation that injures the company is its own statutory ground for dissolution, and it supports claims for an accounting and recovery of funds.
• Disputed Capital Contributions and Distributions: Members disagree about who put in what, whether a contribution was equity or a loan, and why profits are split the way they are. These disputes turn on the operating agreement, bank records, and the history of how the members actually dealt with each other.
• Buyouts and Valuation Fights: One member wants out, or one wants the other out, and the price cannot be agreed. Valuation is often the heart of the case, and a court can order a purchase of a petitioning member’s interest in a dissolution proceeding.
• Breach of the Operating Agreement: A member competes with the company, transfers an interest in violation of transfer restrictions, or ignores required approvals. Claims on a written agreement carry their own filing deadline, discussed below.
• Family and Friend-Run LLCs: Siblings, spouses, in-laws, and longtime friends often skip the formalities, so the operating agreement is thin or never signed. The dispute then rests on statutory defaults and the parties’ conduct.
• Real Estate Held Through an LLC: When the company’s main asset is a property, a member dispute can turn into a title, partition, or sale question, and the court may need to protect the property while the case is pending.

What to Do First When Your LLC Partner Becomes the Problem

Start with the paper. Pull the operating agreement and every amendment, the articles of organization, tax returns, bank statements, capital account records, and any emails or texts in which members discussed money, ownership, or authority. If you are being shut out of company records, say so in writing and keep a copy. A written request that goes unanswered is useful evidence later.

Do not take money, change account access, or move assets on your own. Self-help is the most common way a member with a strong case damages it, because it hands the other side a fiduciary duty claim of its own. If you believe funds are being diverted right now, that is the situation where emergency relief matters. A court can issue an injunction to stop assets from being moved or spent while the dispute is pending, and in a statutory dissolution proceeding it can appoint a receiver or custodian after notice and a hearing.

Pay attention to deadlines. A claim founded on a written instrument, such as an operating agreement, generally must be filed within five years. A claim on an oral or implied agreement has four years. Fraud claims run four years from discovery, with an outer limit of 12 years. A suit for specific performance has a shorter one-year period. Waiting also weakens the practical case, because records go missing and the company’s finances change.

Which court hears the case depends on the amount at stake and the relief sought. Disputes above the county court limit belong in circuit court, and for Palm Beach County that is the Fifteenth Judicial Circuit, which sits in West Palm Beach. If the company operates or holds property across the county line, the Seventeenth Judicial Circuit in Broward County may be involved, and that circuit has a complex business division that handles dissolution of certain business entities. Some disputes also belong in federal court, and the Southern District of Florida holds court in West Palm Beach and Fort Lauderdale.

Finally, check your agreement for an arbitration or mediation clause before anyone files anything. Many operating agreements require a different path than a lawsuit, and ignoring that clause can get a case thrown off course.

Judicial Dissolution, Buyouts, and Receivers Under Chapter 605

When the relationship is beyond repair, Florida law lets a member or manager ask the circuit court to dissolve the LLC on specific grounds. These include conduct of the company’s affairs unlawfully, a situation where it is not reasonably practicable to operate under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, and deadlock with threatened or actual irreparable injury. The petitioner has to prove one of these grounds, not simply show that the members dislike each other.

Dissolution is not the only outcome, and it is often not the best one. In a dissolution proceeding, the court may appoint a receiver or custodian, or order the company or the other members to buy out the petitioning member. A buyout lets the business keep running and gives the departing member fair value. Valuation then becomes the main fight, and the quality of the financial records and expert work drives the result.

The operating agreement can change this picture. If it contains a deadlock sale provision, such as a buy-sell mechanism, and that provision is started before the court finds that the deadlock ground exists, the provision applies in place of a dissolution order or court-ordered purchase, so long as it is then carried through. Timing and drafting matter here, and the first move can decide which process governs.

Corporations and LLCs follow different statutes. If your business is a corporation rather than an LLC, the rules sit in Chapter 607, which includes its own election-to-purchase procedure for shareholders. Knowing which entity you actually have is a basic step that sometimes gets overlooked in older family businesses.

Frequently Asked Questions About LLC Member Disputes

What is an LLC member dispute?

It is a conflict between the owners of a limited liability company over control, money, management, or the future of the business. It can involve a fight over distributions, a claim that a manager breached a fiduciary duty, a deadlock on major decisions, or a demand that one member be bought out.

Can I sue another member of my LLC in Florida?

Yes. Members can sue each other for breach of the operating agreement, breach of fiduciary duty, an accounting, and recovery of misused funds. Some claims belong to the company rather than to a single member, which affects who is the proper plaintiff, and the operating agreement may require mediation or arbitration first.

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

A claim founded on a written instrument generally has a five-year filing period. A claim based on an oral or implied agreement has four years. Fraud claims run four years from discovery, capped at 12 years. A specific performance action has one year. Recent changes to the negligence deadline did not change the written-contract period.

Can a court dissolve my LLC if my partner and I are deadlocked?

It can, if the members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. If the operating agreement has a deadlock sale provision that is started in time, that provision may control instead.

What is the difference between a receiver and a custodian?

Both are neutral people a court can appoint to protect or manage a company during a dissolution proceeding. A court must hold a hearing, with notice to the parties and any interested person it designates, before making either appointment. The scope of authority depends on what the court orders.

Can I force a member out of my LLC?

It depends on your operating agreement and the member’s conduct. Some agreements include expulsion or buyout provisions, and the statute provides remedies for serious misconduct. Without a contractual mechanism, the path usually runs through a court proceeding.

What if a manager is draining company funds right now?

Emergency relief may be available. A court can enter an injunction to freeze or protect assets while the case proceeds, and you may also have claims for an accounting and recovery of the money. Gather bank statements and transaction records quickly and keep them intact.

My LLC has no written operating agreement. Do I still have rights?

Yes. Florida’s statute supplies default rules for management, voting, distributions, and information rights when the members never signed an agreement or left gaps. These cases rely heavily on emails, bank records, and how the members actually ran the business.

How long does an LLC dispute take in Palm Beach County courts?

It varies with the claims, the number of parties, and how much discovery is needed. Palm Beach County assigns civil cases to differentiated case management tracks, so timing depends on the track and the judge. Emergency injunction requests move far faster than a full trial on the merits, and many disputes settle in mediation before trial.

Does a dispute over an LLC always end in a lawsuit?

No. Many are resolved through negotiation, mediation, or arbitration, including through a negotiated buyout. The firm has experience in alternative dispute resolution and recommends the path most likely to meet your goals at a reasonable cost.

Can an LLC member who lives out of state bring a case here?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut who own a share of a South Florida company or its real estate. The firm handles the local court appearances and keeps out of state clients informed so they do not have to travel for every hearing.

Representing LLC Members Across Boynton Beach and Palm Beach County

The firm represents LLC members from Boynton Beach and the communities around it, including Lantana, Hypoluxo, Ocean Ridge, Gulf Stream, and Manalapan. Clients also come from Delray Beach, Boca Raton, Highland Beach, and the Lake Worth area, as well as Greenacres, Atlantis, Royal Palm Beach, Wellington, and West Palm Beach. Further north, the firm serves business owners in Palm Beach Gardens, Jupiter, and Riviera Beach.

The firm’s reach also extends into Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, and neighboring communities, for companies with members, operations, or property on both sides of the county line. Clients with LLC or real estate interests here who live in New York, New Jersey, or Connecticut are served as well. Whether the dispute involves a restaurant group, a property-holding company, a professional practice, or a family-run business, the work is the same: reading the agreement, protecting the assets, and pursuing the resolution that makes sense for the client.

Speak With a Boynton Beach LLC Dispute Attorney

If you are locked out of your company’s books, watching money disappear, or stuck in a deadlock that is starving the business, the right move early on can shape everything that follows. The Andrew M. Schwartz Legal Team is ready to review your operating agreement and the facts and tell you plainly what options you have. Call to schedule a consultation with a Boynton Beach LLC dispute attorney from the firm.