Broward County LLC Member Dispute Attorney

The goal in an LLC fight is rarely just “win.” It is to leave with your ownership value intact, whether that means a fair buyout, a company that runs again, or a clean exit from partners you can no longer work with. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners, investors, and families across Broward County and the rest of South Florida, and a Broward County LLC member dispute attorney is often the first call when a co-owner stops cooperating, stops accounting, or starts acting as if the company belongs to him alone.

LLC disputes tend to start quietly. A member stops sharing bank statements. Distributions arrive late, then not at all. A manager signs a lease or a loan without a vote, or moves business to a new entity with a similar name. By the time the relationship is openly adversarial, the evidence that matters most is usually in the operating agreement, the company’s financial records, and the paper trail of how the members actually dealt with one another.

Florida’s LLC statute gives members real tools, but the tools are specific and the grounds are narrow. What a court can do depends on what the operating agreement says, what the other members have done, and how quickly you act.

What Florida Law Lets a Court Do When LLC Members Cannot Coexist

Under Florida’s Revised LLC Act, a manager or member can ask the circuit court to dissolve the company on defined grounds. A court may order dissolution where all or substantially all of the company’s activities are being conducted unlawfully, or where it is no longer reasonably practicable to run the business in line with the articles of organization and the operating agreement. Dissolution is also available where those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently, or where company assets are being misappropriated or wasted in a way that causes injury. A fifth ground covers deadlock: managers or members who are split, cannot break the impasse, and are causing or facing irreparable injury to the company.

Dissolution is not the only outcome. In these proceedings the court may appoint a receiver or custodian after notice and a hearing, or order the company or other members to buy out the petitioning member’s interest. That buyout path matters because many members do not want the business liquidated; they want out at a fair price, or they want the wrongdoer out. How “fair” gets measured is frequently the real battle, and it is where valuation evidence carries the case.

Your operating agreement can change the picture. If it contains a deadlock sale mechanism, such as a buy-sell or shotgun clause, and that mechanism is triggered before the court finds deadlock grounds exist, the contractual process can take the place of a judicial dissolution order. Whether to trigger such a clause, and when, is a strategic decision that deserves careful review before anyone sends a notice.

The corporate statute works similarly for shareholders in a corporation. A shareholder petition for dissolution can prompt the corporation or other shareholders to elect to buy the petitioner’s shares at fair value, with a 60-day window for the parties to agree on value and terms before the court steps in. An election to buy is generally irrevocable unless the court finds it equitable to modify it. We mention this because some South Florida businesses are structured as corporations, and the right remedy depends on the entity type.

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

The Andrew M. 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. His career has been built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders, which is exactly the terrain of an LLC member dispute.

Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. That depth matters in Broward, where a dispute can land in the Seventeenth Judicial Circuit or, when federal jurisdiction exists, in the Southern District of Florida.

The firm practices as a true legal team, so everyone working on your matter knows the file and can respond when you call. There is a strict 24 hour return call policy when we are in court or otherwise unavailable. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake.

On the trial side, in a recent matter a 5-day bench trial in Broward County Circuit Court ended in a 32-page final judgment awarding our client specific performance of a commercial real estate contract. That result reflects the kind of record-heavy, document-driven work LLC disputes demand, where the outcome turns on precise contract language and the history of how the parties dealt with each other. Every case is different, and no attorney can guarantee a result.

Situations That Bring LLC Members Into Dispute

• Deadlocked Management: Two 50/50 members who cannot agree on a sale, a hire, a loan, or a lease can freeze a company completely. Florida’s dissolution statute treats unbreakable deadlock with irreparable injury as a ground for court intervention, and some operating agreements supply a deadlock sale clause that takes over first.
• Breach of the Operating Agreement: Unauthorized transfers of membership interests, ignored voting thresholds, skipped capital calls, and violated non-compete or non-solicitation terms all give rise to contract claims. These cases usually turn on exact wording and the parties’ course of dealing.
• Breach of Fiduciary Duty: A manager or controlling member who self-deals, usurps a company opportunity, or runs a competing venture on the side may owe the company and the other members damages and an accounting.
• Diverted or Missing Company Funds: Commingled accounts, personal expenses run through the company, unexplained transfers, and unpaid distributions are common triggers. Where assets are being moved, emergency injunctive relief may be needed while the case is pending.
• Minority Member Squeeze-Outs: Majority members sometimes shut out a minority owner from information, decisions, and profits. Remedies can include inspection of records, an accounting, a court-ordered buyout, or dissolution on the statutory grounds.
• Valuation and Buyout Disputes: Even when everyone agrees someone should leave, the price is often contested. Goodwill, discounts, and the date of valuation can swing the number significantly, and the operating agreement may dictate the method.
• Family and Friend-Owned Companies: Siblings, spouses, in-laws, and longtime friends often run LLCs on handshakes and thin paperwork. These disputes carry personal weight alongside financial stakes and call for discretion.
• Jointly Held Real Estate Inside or Alongside the LLC: Co-owned property may sit in the company or be held individually by the same people. When owners cannot agree, partition or quiet title actions may sit beside the member dispute.

What to Do Right Now If a Co-Member Is Acting Against the Company

Start by getting your documents in order, before the other side learns you are preparing to act. Collect the articles of organization, the operating agreement and every amendment, tax returns, K-1s, bank and credit card statements you can lawfully access, capital contribution records, loan documents, and any emails or texts that show how decisions were actually made. If you have legal access to the company’s accounting system, preserve what is there. Do not take, delete, or alter company records; that can hand the other side a counterclaim and damage your credibility with the judge.

Next, read your operating agreement for the clauses that control the fight: management and voting provisions, transfer restrictions, buy-sell and deadlock terms, dispute resolution requirements, and any mediation or arbitration obligation. Some agreements require notice and a cure period before a claim can be filed, and skipping those steps can delay or derail your case. An attorney can read the agreement against the facts and tell you which remedies are realistic.

Watch the clock. Florida’s limitations period for an action founded on a written instrument is five years, while a contract claim not founded on a written instrument has four years. A fraud claim runs four years from discovery, subject to an outer limit of 12 years. An action for specific performance has a one-year period. Which deadline governs your claim depends on how the claim is framed and when it accrued, so do not assume you have years to spare.

Where money is moving, speed matters more than anything else. If a member is draining accounts, transferring assets, or about to sell company property, a request for a temporary injunction may be needed to preserve the status quo. Courts do not grant these automatically, and the evidence has to be organized and persuasive from the start.

As for where the case is heard, most Broward LLC disputes above the county court threshold are filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, which sits at the Central Judicial Complex in Fort Lauderdale and at regional courthouses in Deerfield Beach, Hollywood, and Plantation. The Seventeenth Circuit also maintains a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and a case can be directed into that division through the procedure set out in the circuit’s administrative order. If a federal question or diversity of citizenship is present, the Southern District of Florida holds court in Fort Lauderdale and West Palm Beach. A member who lives in another state should know the case can still proceed here, with local counsel handling appearances.

Finally, avoid the common mistakes: confronting the other member by email in the heat of the moment, withholding your own contributions in retaliation, transferring your interest without checking the transfer restrictions, or signing a “standstill” or buyout proposal without understanding what it waives. Quiet preparation usually beats loud reaction.

Remedies Beyond Dissolution: Receivers, Accountings, and Buyouts

Many clients assume the only path is to shut the company down. In practice, the better outcomes often sit in between. A court-appointed receiver or custodian, which the court may order only after notice and a hearing, can protect assets and run operations while the dispute plays out. A claim for an accounting forces a member or manager to explain where money went. A court-ordered buyout lets the business continue while one side exits at fair value.

Each remedy has costs. A receivership adds expense and puts a stranger in charge of a company you built. Dissolution can destroy going-concern value that neither side wants to lose. Our job is to weigh those tradeoffs against what you actually want from the dispute, and to pursue the version of relief that gets you there, whether through negotiation, mediation, arbitration, or a trial.

Questions Broward LLC Members Ask Before Filing

What counts as a “member dispute” in an LLC?

It is any conflict among the owners of an LLC, or between members and managers, over control, money, contributions, distributions, transfers of ownership, or the future of the company. It can involve breach of the operating agreement, breach of fiduciary duty, deadlock, or a fight over who gets bought out and for how much.

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

Possibly. Florida law allows judicial dissolution where managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. If your operating agreement has a deadlock sale provision that is initiated before the court makes that finding, the contractual mechanism can apply instead.

What if I only want to be bought out, not shut the company down?

That is a common goal. In an LLC dissolution proceeding, a court may order a buyout of the petitioning member’s interest rather than winding the company up. Valuation then becomes the central issue, and the operating agreement may specify how value is measured.

Can I get a receiver appointed over my LLC?

A court can appoint a receiver or custodian in a dissolution proceeding when the showing is sufficient, but only after a hearing with notice to the parties and an interested person the court designates. It is a significant remedy and is not granted routinely.

How long do I have to file a lawsuit over an LLC dispute?

It depends on the claim. A claim on a written instrument has a five-year period, a contract claim not founded on a written instrument has four years, fraud claims run four years from discovery with a 12-year outer limit, and specific performance actions have one year. Because the right deadline depends on how your claim is framed, check early.

Does my operating agreement matter if I want to sue?

Very much. It may require notice, mediation, or arbitration first, define how members vote, restrict transfers, or supply a buyout or deadlock formula. Many LLC cases are decided largely on what the agreement says and how the members behaved under it.

What if my partner is moving company money out of the accounts right now?

Emergency relief may be available. Courts can issue injunctions to preserve assets and the status quo while the case proceeds, but you need evidence of the transfers and a clear showing of harm. Move quickly and do not tamper with records yourself.

I live in New York, New Jersey, or Connecticut. Do I have to be in Broward for every hearing?

No. We regularly represent out-of-state members who hold interests in South Florida companies or property, and we handle local court appearances and keep you informed at each stage.

Can an LLC dispute end up in federal court?

Sometimes. If the claims raise a federal question or the parties are citizens of different states and the amount in controversy qualifies, the case may belong in the Southern District of Florida, which holds court in Fort Lauderdale and West Palm Beach. Many LLC disputes stay in state circuit court.

How long does an LLC member dispute take in Broward?

There is no fixed answer. A negotiated buyout can happen in weeks or months, while a contested case that goes through discovery, valuation experts, and a bench or jury trial can take considerably longer. Early mediation resolves a meaningful share of disputes, and we assess that path before committing to a long fight.

Is it worth hiring a lawyer if the company is small?

Often yes, because the stakes are measured against what you put in and what you stand to lose, not the size of the company. An early review of the operating agreement can clarify your leverage and sometimes resolve the matter without a lawsuit.

Can a dispute with a family member who co-owns the LLC be handled discreetly?

We handle family business disputes with discretion and look for resolutions, such as negotiated buyouts or mediated separations, that protect your financial interests while limiting unnecessary damage to the relationship.

Serving LLC Members Across Broward County and Neighboring Palm Beach County

Our work for Broward County LLC members reaches from Fort Lauderdale and Wilton Manors through Oakland Park, Pompano Beach, Lighthouse Point, and Deerfield Beach in the north. Moving south and west, we represent owners in Coral Springs, Parkland, Coconut Creek, Margate, Tamarac, Lauderhill, Plantation, Sunrise, Davie, Weston, and Pembroke Pines. Farther south along the coast and inland, we serve clients in Hollywood, Hallandale Beach, Dania Beach, Miramar, Cooper City, and Southwest Ranches.

Many Broward companies have members, investors, or real estate in neighboring Palm Beach County, and we serve clients in Boca Raton, West Palm Beach, Delray Beach, and the surrounding communities as well. We also represent clients in New York, New Jersey, and Connecticut who hold interests in South Florida businesses and property, and we handle the local court work so they do not have to travel for every proceeding.

Talk to a Broward County LLC Member Dispute Lawyer About Your Options

If a co-owner is shutting you out, diverting funds, or leaving the company stuck, the sooner someone reads your operating agreement against the facts, the more options you tend to have. A Broward County LLC member dispute lawyer at the Andrew M. Schwartz Legal Team can walk you through the remedies available, the deadlines that apply, and whether a negotiated exit or a court fight makes more sense for you. Call us to schedule a consultation.